Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement

As previously disclosed, on July 11, 2025, Cayson Acquisition Corp, (the "Company") entered into an Agreement and Plan of Merger (the "Merger Agreement"), by and among the Company, Mango Financial Group Limited, a Cayman Islands exempted company (the "Mango"), North Water Investment Group Holdings Limited, a British Virgin Islands company ("North Water"), and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Mango ("Merger Sub").

On September 2, 2026, the parties entered into a termination agreement (the "Termination Agreement") pursuant to which the parties mutually terminated the Merger Agreement. Pursuant to the Termination Agreement, Mango has agreed to pay for certain expenses of the Company that it had agreed to pay pursuant to the Merger Agreement and the Company will issue a promissory note in the same amount of such paid expenses, which note will be payable by the Company without interest upon consummation of an initial business combination. If the Company does not have sufficient available resources to repay the Note in cash when due, the Company has the option in its sole discretion to cause the principal balance of the Note to be converted into units of the Company at a price of $10.00 per unit, which units would be identical to the private units sold in connection with the Company's initial public offering. The Company and Mango also agreed that the other promissory notes previously issued by the Company to Mango will be similarly convertible at the Company's option if it does not have cash available to repay all amounts due thereunder.

Copies of the Termination Agreement and form of promissory note are filed with this Current Report on Form 8-K as Exhibit 2.1 and are incorporated herein by reference, and the foregoing descriptions of the Termination Agreement and form of promissory note are qualified in their entirety by reference thereto.

The SPAC will now resume its search for an attractive target business with which to consummate an initial business combination.