{"url_path":"/sec/capn/8-k/2026-06-25/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-25","source_url":"https://www.sec.gov/Archives/edgar/data/2024203/0001493152-26-030134-index.html","accession_number":"0001493152-26-030134","cik":"0002024203","ticker":"CAPN","issuer_name":"Cayson Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2024203/0001493152-26-030134-index.html","primary_entity_key":"0002024203","primary_entity_name":"Cayson Acquisition Corp"},"word_count":1486,"has_tables":true,"body_markdown":"**Item 1.01. Entry Into a Material Definitive Agreement.**\n\n \n\nAs\npreviously disclosed, on July 11, 2025, Cayson Acquisition Corp, (the “SPAC”) entered into an Agreement and Plan of\nMerger (the “Merger Agreement”), by and among the SPAC, Mango Financial Group Limited, a Cayman Islands exempted company\n(the “Company”), North Water Investment Group Holdings Limited, a British Virgin Islands company (“North\nWater”), and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger\nSub”).\n\n \n\nOn\nJune 24, 2026, the parties entered into an amendment to the Merger Agreement (the “Amendment”). Pursuant to the Amendment,\nthe date by which either the Company or the SPAC may terminate the Merger Agreement if the Closing (as defined therein) has occurred\nhas been extended to March 23, 2027.\n\n \n\nA\ncopy of the Amendment is filed with this Current Report on Form 8-K (this “Current Report”) as Exhibit 2.1,\nand is incorporated herein by reference, and the foregoing description of the Amendment is qualified in its entirety by reference thereto.\n\n \n\n**Disclaimer**\n\n \n\nThe\ndescription of the Amendment has been included to provide investors with information regarding its terms. It is merely a summary of the\nAmendment and is qualified in its entirety by reference to the text of the Amendment and not intended to provide any other factual information\nabout the SPAC or its affiliates or the Company.\n\n \n\n**Additional\nInformation and Where to Find It**\n\n \n\nIn\nconnection with the proposed business combination contemplated by the Merger Agreement (the “Business Combination”), the\nSPAC and the Company have filed relevant materials with the SEC, including a Registration Statement on Form F-4 (the “Registration\nStatement”), which includes a preliminary proxy Statement and prospectus. After the Registration Statement is declared effective\nby the U.S. Securities and Exchange Commission (the “SEC”), the definitive proxy statement and prospectus and other relevant\ndocuments will be mailed to the shareholders of the SPAC as of the record date established for voting on the proposed Business Combination\nand will contain important information about the proposed Business Combination and related matters. Shareholders of the SPAC and other\ninterested persons are advised to read, when available, these materials (including any amendments or supplements thereto) and any other\nrelevant documents in connection with the SPAC’s solicitation of proxies for the meeting of SPAC shareholders to be held to approve,\namong other things, the proposed Business Combination, because they will contain important information about the SPAC, the Company and\nthe proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement and prospectus,\nthe definitive proxy statement and prospectus and other relevant materials in connection with the transaction without charge, each, when\navailable, at the SEC’s website at www.sec.gov or by directing a request to: Cayson Acquisition Corp, c/o Yawei Cao, 420 Lexington\nAvenue, Suite 2446, New York, NY 10170, Telephone: (203) 998-5540.\n\n \n\n**Participants\nin the Solicitation**\n\n \n\nThe\nSPAC and its respective directors and executive officers may be deemed participants in the solicitation of proxies from the SPAC shareholders\nin connection with the proposed Business Combination. The SPAC shareholders and other interested persons may obtain, without charge,\nmore detailed information regarding the directors and officers of the SPAC as reflected of the SPAC’s final prospectus of September\n20, 2024, in connection with the SPAC’s initial public offering, as filed with the SEC. Information regarding the persons who may,\nunder SEC rules, be deemed participants in the solicitation of proxies to the SPAC shareholders in connection with the proposed Business\nCombination will be set forth in the proxy statement and prospectus for the proposed Business Combination when available. Additional\ninformation regarding the interests of participants in the solicitation of proxies in connection with the proposed Business Combination\nwill be included in the proxy statement and prospectus to be included in the Registration Statement and filed with the SEC. You may obtain\nfree copies of these documents as described in the preceding paragraph.\n\n \n\nThe\nCompany and its respective directors and executive officers may also be deemed to be participants in the solicitation of proxies from\nthe SPAC shareholders in connection with the proposed Business Combination. A list of the names of such directors and executive officers\nand information regarding their interests in the proposed Business Combination will be included in the proxy statement and prospectus\nfor the proposed Business Combination when available.\n\n \n\n \n\n \n\n \n\n**No\nSolicitation or Offer**\n\n \n\nThis\ncommunication shall neither constitute an offer to sell nor the solicitation of an offer to buy any securities, or the solicitation of\nany proxy, vote, consent or approval in any jurisdiction in connection with the Business Combination, nor shall there be any sale of\nsecurities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to any registration or qualification\nunder the securities laws of any such jurisdictions. This communication is restricted by law; it is not intended for distribution to,\nor use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation.\n\n \n\n**Forward-Looking\nStatements Legend**\n\n \n\nThis\ncommunication contains forward-looking statements. The words “anticipate,” “believe,” “continue,”\n“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”\n“possible,” “potential,” “predict,” “project,” “should,” “would”\nand similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not\nforward-looking. All statements other than statements of historical facts contained in this communication, including statements regarding\nthe expected timing and structure of the Business Combination, the ability of the parties to complete the Business Combination, the expected\nbenefits of the Business Combination, the tax consequences of the Business Combination, the amount of gross proceeds expected to be available\nto the SPAC after the closing of the Business Combination and giving effect to any redemptions by the SPAC shareholders, the Company’s\nfuture results of operations and financial position, business strategy and its expectations regarding the application and commercialization\nof its products[this sentence needs a verb and an object]. These forward-looking statements are not guarantees of future performance,\nconditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many\nof which are outside the control of the SPAC and the Company, that could cause actual results or outcomes to differ materially from those\ndiscussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include, but\nare not limited to: the risk that the transactions may not be completed in a timely manner or at all, which may adversely affect the\nprice of the SPAC’s securities; the risk that the SPAC shareholders’ approval of the Business Combination is not obtained;\nthe inability to realize the anticipated benefits of the Business Combination, which may be affected by, among other things, the amount\nof funds available in the SPAC’s trust account following any redemptions by the SPAC shareholders; the failure to receive certain\ngovernmental and regulatory approvals; the occurrence of any event, change or other circumstance that could give rise to the termination\nof the Merger Agreement; changes in general economic or business conditions; the outcome of litigation related to or arising out of the\nBusiness Combination, or any adverse developments therein or delays or costs resulting therefrom; the effect of the announcement or pendency\nof the transaction on the SPAC’s or the Company’s respective business relationships, operating results, and businesses generally;\nthe ability of the Company to meet Nasdaq’s listing standards in connection with and following the consummation of the Business\nCombination; costs related to the Business Combination; that the price of the Company’s securities may be volatile due to a variety\nof factors, including the SPAC’s or the Company’s inability to implement their respective business plans or meet or exceed\ntheir financial projections and changes in the combined capital structure; the ability to implement business plans, forecasts, and other\nexpectations after the completion of the Business Combination, and identify and realize additional opportunities; and the ability of\nthe Company to implement its strategic initiatives.\n\n \n\nThe\nforegoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties\ndescribed in the “Risk Factors” section of the SPAC’s registration statement on Form S-1 (File No. 333-280564), in\nthe Registration Statement (once available), and in the other documents filed or that may be filed by the SPAC from time to time with\nthe SEC following the date hereof. These filings identify and address other important risks and uncertainties that could cause actual\nevents and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only\nas of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and the SPAC assumes no\nobligation and does not intend to update or revise these forward-looking statements, whether as a result of new information, future events,\nor otherwise.\n\n \n\nThe\nSPAC does not give any assurance that the SPAC or the Company will achieve their expectations."}