Cayson Acquisition Corp Terminates Merger Agreement with Mango

What Happened

• Cayson Acquisition Corp (the SPAC) filed an 8-K reporting that the Agreement and Plan of Merger among the company, Mango Financial Group Limited, North Water Investment Group Holdings Limited and Merger Sub (originally entered July 11, 2025) was mutually terminated by the parties on September 2, 2026.
• Under the Termination Agreement, Mango agreed to pay certain expenses the parties had allocated to Mango under the Merger Agreement. In return, Cayson will issue a promissory note to Mango for the same amount; that note is payable without interest upon consummation of an initial business combination.

Key Details

• Original Merger Agreement date: July 11, 2025; Termination Agreement date: September 2, 2026.
• Cayson will issue a promissory note to Mango for the amount of expenses Mango paid on Cayson’s behalf; the note bears no interest and is payable upon consummation of an initial business combination.
• If Cayson lacks cash to repay the note when due, the company may, at its sole option, convert the note principal into units at $10.00 per unit (identical to the private units sold in Cayson’s IPO).
• Other promissory notes previously issued by Cayson to Mango were also agreed to be similarly convertible at Cayson’s option.

Why It Matters

• The announced termination ends the previously disclosed merger plan with Mango; Cayson will resume its search for an initial business combination target.
• The new promissory note creates a payable obligation to Mango that could be converted into IPO-style units at $10.00 per unit if Cayson lacks cash at the time of repayment, which could dilute existing shareholders when converted.
• The note is interest-free and only becomes payable upon consummation of an initial business combination, so the immediate cash impact on the company is limited; the key future impacts are repayment timing and potential dilution.