Cayson Acquisition enters merger agreement with Mango Financial

Cayson Acquisition (CAPN) and Mango Financial announced that they have entered into a definitive Agreement and Plan of Merger. Upon the closing of the transactions contemplated by the Merger Agreement, Cayson will become a wholly owned subsidiary of Mango Financial Group Limited, which will become the parent company of Mango, and the securities of the combined company are expected to be listed on Nasdaq. Pursuant to the Merger Agreement, the business combination will be accomplished through the merger of a wholly owned subsidiary of Mango Group with and into Cayson, with Cayson surviving as a wholly owned subsidiary of Mango Group. In connection with the Merger, each Cayson unit will separate into a Cayson ordinary share and a Cayson right, each Cayson right will convert in accordance with its terms into 1/10 of a Cayson ordinary share, and each Cayson ordinary share will be converted into one Mango Group ordinary share. As a result of the foregoing, Cayson will become a wholly owned subsidiary of Mango Group, the security holders of Cayson will become security holders of Mango Group, and Mango Group will continue as the public listed company. Immediately after the closing, Mango Group’s existing shareholders are expected to own 30,000,000 Mango Group ordinary shares, which, at an implied value of $10.00 per share, would represent $300 million in equity. In addition, Mango Group’s existing shareholders would be entitled to receive up to an additional 4,000,000 Mango Group ordinary shares upon the achievement of certain net income targets for fiscal years 2025 and 2026. In addition, immediately after the closing, assuming no redemptions of Cayson ordinary shares by Cayson’s public shareholders and no working capital loans by Cayson’s initial shareholders, Cayson’s public shareholders would own 6,600,000 Mango Group ordinary shares and Cayson’s initial shareholders, including its sponsor, would own 1,853,000 Mango Group ordinary shares. Cayson and Mango Group have agreed to work together to pursue commitments for a private placement of equity securities of up to $5 million. At closing, the proceeds of the private placement and any cash remaining in Cayson’s trust account, after transaction and other expenses, will be contributed to Mango to support ongoing operations and planned business expansion efforts. The transaction, which has been unanimously approved by the boards of directors of both Cayson and Mango Group, is subject to approval by the shareholders of Cayson, approval by the Securities and Futures Commission of Hong Kong, and other customary closing conditions. The proposed business combination is expected to be completed in the second half of 2025.