M&A - Cayson Acquisition Corp
Form Type: 8-K
Filing Date: 2025-07-15
Corporate Action: Merger
Type: Update
Accession Number: 000164117225019619
Filing Summary: On July 10, 2025, Cayson Acquisition Corp disclosed the resignation of Raymond Xia from the Board of Directors due to personal reasons, clarifying that it was not due to disagreements related to company operations or policies. This event occurs in the context of the company's proposed business combination with Mango Financial Limited, indicating ongoing merger activity.
Additional details:
Date Of Event: 2025-07-10
Resigned Director: Raymond Xia
Reason For Resignation: personal reasons
Business Combination Target: Mango Financial Limited
Form Type: 425
Filing Date: 2025-07-14
Corporate Action: Merger
Type: New
Accession Number: 000164117225018903
Filing Summary: On July 11, 2025, Cayson Acquisition Corp entered into a Merger Agreement with Mango Financial Group Limited and its affiliates. The agreement outlines a Business Combination where Merger Sub will merge with Cayson Acquisition Corp, thus making it a wholly-owned subsidiary of Mango Financial. Each outstanding SPAC ordinary share will convert into a Company Class A ordinary share at the effective time. Indemnification Shares totaling 4 million will be deposited into escrow for a duration of two years to cover specific indemnification obligations. The agreement also includes provisions for earnout shares, financial commitments, customary closing conditions, and obligations such as conducting business in the ordinary course until the closing. The SPAC’s Board has unanimously approved the merger. The documents related to the merger, including details on registration rights and escrow agreements, will be filed with the SEC. The transaction values the equity at $300 million prior to the merger and anticipates shareholder approvals and other conditions to be satisfied before proceeding.
Additional details:
Date Of Report: 2025-07-11
Merger Subsidiary: Mango Temp Limited
Merging Entities: Cayson Acquisition Corp and Mango Financial Group Limited
Equity Value: $300,000,000
Indemnification Shares: 4,000,000
Earnout Shares: up to 4,000,000
Pipe Financing Amount: $5,000,000
Effective Time: at the effective time of the Merger
Conditions To Closing: shareholder approvals, effectiveness of F-4 Registration Statement, no material adverse effect
Form Type: 8-K
Filing Date: 2025-07-14
Corporate Action: Merger
Type: New
Accession Number: 000164117225018901
Filing Summary: On July 11, 2025, Cayson Acquisition Corp entered into a Merger Agreement with Mango Financial Group Limited and its affiliates. The agreement stipulates that Merger Sub will merge with Cayson Acquisition Corp, ceasing Merger Sub's corporate existence while Cayson continues as a subsidiary. Each outstanding SPAC ordinary share will convert into one Company Class A ordinary share. An escrow will hold 4,000,000 shares for indemnification purposes, and Shareholders may earn additional shares based on specific income targets. The agreement outlines various closing conditions, covenants, and the need for shareholder approvals. The board has approved the merger and recommends it to shareholders. Additional agreements and a comprehensive disclosure of risks and regulations are included in the filing.
Additional details:
Item Name: merger_date
Item Value: 2025-07-11
Item Name: company_class_a_shares_held_after_closing
Item Value: 30,000,000
Item Name: equity_value_prior_to_merger
Item Value: 300,000,000
Item Name: pipe_financing_amount
Item Value: 5,000,000
Item Name: indemnification_shares_amount
Item Value: 4,000,000
Item Name: earnout_shares_amount
Item Value: 4,000,000
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