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As filed with the U.S. Securities and Exchange
Commission on May 22, 2026.
Registration No. 333-293383
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment
No. 3 to
FORM F-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MANGO FINANCIAL GROUP LIMITED
(Exact name of registrant as specified in its charter)
Cayman Islands |
|
6211 |
|
N/A |
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(Primary Standard Industrial
Classification Code Number)
|
|
(I.R.S. Employer
Identification No.)
|
Units 2305-2306, 23/F, Grand Millennium Plaza
181 Queen’s Road, Central ,
Sheung Wan , Hong Kong
Tel: (852) 2532 3984
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Cheung Kam Fai , Chief Executive Officer and
Director
Units 2305-2306, 23/F, Grand Millennium Plaza
181 Queen’s Road, Central ,
Sheung Wan , Hong Kong
Tel: (852) 2532 3984
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Jeffrey M. Gallant
Eric T. Schwartz
Graubard Miller
405 Lexington Avenue, 44 th Floor
New York, New York 10174
(212) 818-8800
|
|
Mitchell Nussbaum
Ronelle C. Porter
Holt Goddard
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
|
Approximate date of commencement of proposed sale
to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion
of the applicable transactions described in the enclosed proxy statement/prospectus.
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering: ☐
If this Form is a post-effective amendment filed
pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number
of the earlier effective registration statement for the same offering: ☐
If applicable, place an X in the box to designate
the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this Registration
Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the SEC, acting pursuant to Section 8(a),
may determine.
TABLE OF CO-REGISTRANTS
Exact Name of Co-Registrant as
Specified in its Charter (1)(2) |
|
State or
Other
Jurisdiction
of Incorporation
or Organization |
|
Primary
Standard
Industrial
Classification
Code Number |
|
|
I.R.S. Employer
Identification
Number |
|
Cayson Acquisition Corp |
|
Cayman Islands |
|
6770 |
|
|
N/A |
|
(1)
The Co-Registrant has the following principal executive office:
Cayson Acquisition Corp
205 West 37th Street
New York, New York 10018
(2)
The agent for service for the Co-Registrant is:
Yawei Cao, Chairman and Chief
Executive Officer
Cayson Acquisition Corp
205 West 37th Street
New York, New York 10018
Tel: (203) 998-5540
The information in
this preliminary proxy statement/prospectus is not complete and may be changed. The registrant may not sell the securities described
in this preliminary proxy statement/prospectus until the registration statement filed with the U.S. Securities and Exchange Commission,
of which this proxy statement/prospectus is a part, is declared effective. This preliminary proxy statement/prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
PRELIMINARY PROXY
STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED MAY 22, 2026
PROXY STATEMENT
FOR THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
CAYSON ACQUISITION CORP
PROSPECTUS
FOR 8,453,000 ORDINARY SHARES OF
MANGO FINANCIAL GROUP LIMITED
_____________________________________________
CAYSON ACQUISITION CORP
205 W 37 th St.
New York, New York 10018
LETTER TO CAYSON SHAREHOLDERS
Dear Cayson Acquisition Corp Shareholder:
You are cordially invited to
attend an extraordinary general meeting (the “ Meeting ”) of Cayson Acquisition Corp (“ Cayson ”) at
[●], Eastern Time, on [●], 2026, virtually via live webcast at [●] and via teleconference at [●] (U.S.
toll free) or [●] (international toll free) (in each case using participant code [●]), or at such other time and place to
which the Meeting may be adjourned. See “ Frequently Used Terms ” in the accompanying proxy statement/prospectus for
definitions of certain terms used in this letter.
Business Combination
Cayson is a blank check company
incorporated on May 27, 2024 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization, or similar business combination with one or more businesses.
On July 11, 2025, Cayson entered
into an Agreement and Plan of Merger, as amended (as may be further amended, restated or supplemented, the “ Business
Combination Agreement ”) with Mango Financial Group Limited, a Cayman Islands exempted company (“ Mango ”),
North Water Investment Group Holdings Limited (“ North Water ”), the parent company of Mango Financial Limited (“ Mango
Financial ”), and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of Mango (“ Merger
Sub ”), which provides for a business combination between Cayson and Mango (the “ Business Combination ”).
A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A .
Mango is not a Chinese operating
company but a Cayman Islands holding company with operations conducted by its subsidiaries in the Hong Kong Special Administrative Region
of the People’s Republic of China.
In accordance with the Business
Combination Agreement, as further described in the accompanying proxy statement/prospectus, the Business Combination will be accomplished
by way of the following transaction steps:
● | Prior
to the consummation of the Business Combination (the “ Closing ”), Mango
and North Water will undergo a restructuring (the “ Restructuring ”), whereby
after approval of the Securities and Futures Commission of Hong Kong (the “ SFC ”),
Mango will directly own 100% of the issued equity securities of North Water, which in turn
owns all of the equity interests of Mango Financial. |
| | |
● | Mango
and Cayson have agreed to use their reasonable best efforts to enter into definitive agreements
for the sale of at least $5,000,000 of equity securities of Cayson to be consummated immediately
prior to the Closing (the “ PIPE Financing ”). |
| | |
● | At the Closing,
Merger Sub will merge with and into Cayson (the “ Merger ”), with Cayson
continuing as the surviving entity and becoming a wholly owned subsidiary of Mango. At the
effective time of the Merger (the “ Effective Time ”), each outstanding
Cayson Ordinary Share, other than shares owned by Cayson and dissenting shares, will be automatically
converted into one Mango Ordinary Share. Immediately prior to the Effective Time,
each of the Cayson Units will automatically separate into one Cayson Ordinary Share and one
Cayson Right, and each of the Cayson Rights will automatically convert into 1/10 of a Cayson
Ordinary Share. All of the Cayson Ordinary Shares included in the Cayson Units and issued
in respect of the Cayson Rights will be automatically converted into Mango Ordinary Shares
as described above in this paragraph. |
| | |
● | At the Closing,
of the Mango Ordinary Shares held by the shareholders of Mango immediately prior to
the Closing (the “ Mango shareholders ”), 4,000,000 shares will be deposited
into escrow (the “ Indemnification Shares ”), to be held for two years after
the date of the Closing (the “ Closing Date ”) as security for certain indemnification
obligations of Mango. |
| | |
● | After the Closing,
the Mango shareholders will have the right to receive additional contingent consideration
of up to 20,000,000 Mango Ordinary Shares (the “ Earnout Shares ”)
upon the achievement of certain net income targets for fiscal years 2025 and 2026. |
The Business Combination values
Mango at $140,000,000, based on 14,000,000 Mango Ordinary Shares to be outstanding immediately prior to the Business Combination
and an assumed value of $10.00 per Mango Ordinary Share. As a result of the Business Combination, Cayson will become a wholly
owned subsidiary of Mango, the security holders of Cayson immediately prior to the Effective Time will become security holders of Mango,
and Mango will become a public holding company conducting the business of Mango Financial. As used in this proxy statement/prospectus,
“ New Mango ” refers to Mango following the consummation of the Business Combination.
The Cayson Ordinary Shares,
Cayson Units and Cayson Rights are currently listed on the Nasdaq Global Market under the symbols “CAPN,”
“CAPNU” and “CAPNR,” respectively. It is a condition of the consummation of the Business Combination that
the listing of the Mango Ordinary Shares has been approved by any national securities exchange mutually agreed upon by Mango and
Cayson, including Nasdaq, the New York Stock Exchange and the NYSE American (an “Approved Stock Exchange”), subject only
to official notice of issuance thereof. Mango intends to apply to list its Mango Ordinary Shares on an Approved Stock
Exchange under the symbol “[●].” There can be no assurance that Mango will obtain listing
approval from an Approved Stock Exchange. If Mango does not obtain approval to list on an Approved Stock Exchange, then
the closing condition to become listed will not be met and the Business Combination will not be consummated,
unless the parties waive that condition. Mango will not have any outstanding units or rights following the completion of the
Business Combination.
Following the listing of
the Mango Ordinary Shares, Mango will have one class of shares, Mango Ordinary Shares. Holders of Ordinary
Shares are entitled to one vote per share.
Founded in 1970 during Hong
Kong’s industrial boom, Mango Financial was among the first non-foreign securities firms and a founding member of the Far East
Exchange—the predecessor of the Hong Kong Stock Exchange. Over the past five decades, Mango Financial has evolved from a traditional
trading house into a full-service financial institution, offering investment banking, financial advisory, asset management, and securities
underwriting and trading.
1 |
|
Following the consummation of
the Business Combination, Mango and its subsidiaries (“Mango Group”) will not have any subsidiaries or business operations
in mainland China. However, Mango is aware that in recent years, the PRC government has initiated a series of regulatory actions and
statements to regulate business operations in the PRC with little advance notice, including cracking down on illegal activities in the
securities market, enhancing supervision over China-based companies listed overseas using a variable interest entity structure, adopting
new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. It is uncertain what
potential impact such modified or new laws and regulations will have on Mango’s daily business operations, its ability to accept
foreign investments and the listing of its securities on a U.S. or other foreign exchanges. These actions could result in a material
change in its operations and/or the value of its securities and could significantly limit or completely hinder its ability to offer or
continue to offer its securities to investors. Additionally, on February 17, 2023, the China Securities Regulatory Commission (the “CSRC”)
promulgated the Trial Administrative Measures of the Overseas Securities Offering and Listing by Domestic Companies (the “Trial
Measures”), and five supporting guidelines, which became effective on March 31, 2023. The Trial Measures, which reformed the existing
regulatory regime for overseas offering and listing of securities by PRC domestic companies and both direct and indirect overseas offering
and listing of securities by PRC domestic companies, imposes a filing-based regulatory regime. According to the Trial Measures, if an
issuer meets both of the following criteria, the overseas securities offering and listing conducted by such issuers shall be deemed as
indirect overseas offering and listing, and filings with the CSRC pursuant to the Trial Measures’ requirements shall be submitted
within three working days following its submission of application for an initial public offering or listing: (i) more than 50% of the
issuer’s operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements
for the most recent fiscal year is accounted for by domestic companies; and (ii) the main parts of the issuer’s business activities
are conducted in China, or its main places of business are located in China, or the senior managers in charge of its business operations
and majority of the issuer’s management are Chinese citizens or domiciled in China. As of the date of this proxy statement/prospectus,
neither Mango Financial nor Mango, whether prior to or after the consummation of the Business Combination, believes that it meets the
criteria for CSRC filing, on the basis that (i) neither Mango Financial nor Mango has or will have any subsidiaries or business operations
in mainland China; (ii) none of Mango Financial’s or Mango’s operating revenues, total profits, total assets or net assets
is or will be accounted for by any subsidiaries based in mainland China; and (iii) no issuance or sale of the securities of Mango Financial
or Mango has been or will be made directly or indirectly within mainland China. For
the fiscal year ended December 31, 2023 and 2024, approximately nil and nil Mango’s total revenue was generated from clients located
in Mainland China for engagements in which Mango or its subsidiaries acted as a sponsor, placement agent, or underwriter. For the year
ended December 31, 2024 and 2025, approximately nil and nil of Mango’s total revenue was generated from clients located
in Mainland China for engagements in which Mango or its subsidiaries acted as a sponsor, placement agent, or underwriter.
PRC regulators have been
increasingly focused on regulation in areas of data security and data protection and the PRC regulatory requirements regarding cybersecurity
are constantly evolving. Various regulatory bodies in China, specifically the Cyberspace Administration of China (the “CAC”),
have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. On December 28,
2021, the CAC and 12 other relevant PRC government authorities published the amended Cybersecurity Review Measures (the “New CAC
Measures”), which came into effect on February 15, 2022 and replaced the cybersecurity review measures issued in April 2020.
The New CAC Measures provide that a “network platform operator” that possesses personal information of more than one million
users and seeks to list its securities overseas must apply for a cybersecurity review. Further, the relevant PRC governmental authorities
may initiate a cybersecurity review against any company if they determine certain network products, services, or data processing activities
of such company affect or may affect national security, or such company be construed as operators of critical information infrastructure
purchasing network products and services. Mango Financial does not collect, process or use personal information of entities or individuals
other than what is necessary for its business and does not disseminate such information, and does not conduct any data processing activities
in mainland China. Neither Mango Financial nor Mango believes that it is required to obtain clearance from the CAC under the New CAC
Measures. However, Mango faces uncertainties as to the interpretation or implementation of such regulations or rules, and if required,
whether such clearance can be timely obtained, or at all. In the future, if Mango and/or its subsidiaries are required to obtain any
permission or approval from or complete any filing procedure with the CSRC, the CAC, or other PRC governmental authorities in connection
with the Business Combination under the PRC law, Mango and/or its subsidiaries may be fined or subject to other sanctions, and Mango
and/or its subsidiaries’ business and reputation, financial condition, and results of operations may be materially and adversely
affected. Any actions by the PRC government to exert more influence and control over offerings that are conducted overseas and/or foreign
investments in Hong Kong-based issuers (including businesses whose operations are in Hong Kong) could significantly limit or
completely hinder Mango’s ability to offer or continue to offer securities to investors and cause the value of its securities to
significantly decline or be worthless. For a detailed description of the risks related to doing business in Hong Kong and Mango’s
securities, see “Risk Factors — Risks Related to Doing Business in the Jurisdiction in which we Operate — If
we and our subsidiaries were to be required to comply with cybersecurity, data privacy, data protection, or any other PRC laws and regulations
related thereto and we and our subsidiaries are unable to comply with such PRC laws and regulations, our financial condition, and results
of operations may be materially and adversely affected. ”
Mango’s securities will
be prohibited from trading on a national securities exchange or in the over-the-counter trading market in the United States under the
Holding Foreign Companies Accountable Act (the “HFCAA”) if the Securities and Exchange Commission (the “SEC”)
determines that Mango has filed audit reports issued by a registered public accounting firm that has not been subject to inspections
by the Public Company Accounting Oversight Board (the “PCAOB”) for two consecutive years. On December 16, 2021,
the PCAOB issued a report to notify the SEC of its determination that the PCAOB was unable to inspect or investigate completely registered
public accounting firms headquartered in mainland China and Hong Kong. On December 15, 2022, the PCAOB announced that it was able
to secure complete access to inspect and investigate PCAOB-registered public accounting firms headquartered in mainland China and Hong
Kong in 2022. Mango’s auditor, ASSENTSURE PAC, the independent registered public accounting firm, as an auditor of companies that
are traded publicly in the United States and a firm registered with the PCAOB, is subject to laws in the United States pursuant to which
the PCAOB conducts regular inspections to assess ASSENTSURE PAC’s compliance with applicable professional standards. ASSENTSURE
PAC, is headquartered in Singapore. As of the date of this proxy statement/prospectus, ASSENTSURE PAC is not included in the list of
firms identified by PCAOB issued in December 2021. Each year, the PCAOB will determine whether it can inspect and investigate completely
audit firms in mainland China and Hong Kong, among other jurisdictions. If the PCAOB determines in the future that it no longer has full
access to inspect and investigate completely accounting firms in mainland China and Hong Kong and Mango uses an accounting firm headquartered
in one of these jurisdictions to issue an audit report on its financial statements filed with the SEC, Mango would be identified as a
Commission-Identified Issuer following the filing of the annual report on Form 20-F for the relevant fiscal year. In accordance with
the HFCAA, Mango’s securities would be prohibited from being traded on a national securities exchange or in the over-the-counter
trading market in the United States if it is identified as a Commission-Identified Issuer for two consecutive years in the future.
If Mango’s securities are prohibited from trading in the United States, there is no certainty that it will be able to list on a
non-U.S. exchange or that a market for its securities will develop outside of the United States. In the event of such a prohibition,
the Approved Stock Exchange on which Mango is listed may determine to delist Mango’s securities. The delisting of Mango’s
securities, or the threat of their being delisted, may materially and adversely affect the value of your investment. For more details,
see “ Risk Factors — Risks Related to Doing Business in the Jurisdiction in which we Operate —
Although the audit report included in this proxy statement/prospectus is prepared by U.S. auditors who are currently inspected by the
PCAOB, there is no guarantee that future audit reports will be prepared by auditors inspected by the PCAOB and, as such, in the future,
investors may be deprived of the benefits of such inspection. Furthermore, trading in our securities may be prohibited under the Holding
Foreign Companies Accountable Act (“HFCAA”) if the SEC subsequently determines our audit work is performed by auditors that
the PCAOB is unable to inspect or investigate completely, and as a result, the Approved Stock Exchange on which Mango is listed
may determine to delist Mango’s securities. Furthermore, on December 23, 2022, the Accelerating Holding Foreign Companies
Accountable Act (“AHFCAA”) was enacted, which amended the HFCAA by requiring the SEC to prohibit an issuer’s securities
from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,
thus reducing the time before the securities may be prohibited from trading or delisted.”
2 |
|
Because of the Mango Group’s
substantial operations in Hong Kong and given that (i) the PRC government has significant oversight and authority over the conduct of
business in Hong Kong generally and (ii) there are significant risks and uncertainties regarding the enforcement of PRC laws and regulations
as the laws, rules and regulations in the PRC can change quickly with little advance notice, PRC laws, rules and regulations could become
applicable to the Mango Group’s business in Hong Kong, and the Mango Group could become subject to such oversight, discretion or
control, including over overseas offerings of securities and/or foreign investments, its operations may be materially and adversely affected,
Mango’s ability to offer or continue to offer securities to investors may be significantly limited or completely hindered, and
the value of Mango’s securities could significantly decline or become worthless, which would materially affect the interests of
the Mango Group’s investors. Furthermore, while Mango Group does not believe the recent statements and regulatory actions by the
PRC government and regulatory authorities in Hong Kong, such as those related to data security or anti-monopoly concerns, have had any
impact on it, these statements and regulatory actions could have a significant impact on the Mango Group’s ability to conduct its
business, accept foreign investments, or seek or maintain listing on an Approved Stock Exchange or another U.S. or foreign stock
exchange. Any actions by the PRC government or regulatory authorities in Hong Kong to exert more oversight and control over offerings
that are conducted overseas by, and/or foreign investment in, issuers that are based in mainland China or Hong Kong could significantly
limit or completely hinder Mango’s ability to offer or continue to offer securities to investors and cause the value of Mango’s
securities to significantly decline or become worthless. For a more detailed description on the related risks, see “ Risk Factors—Risks
Related to Doing Business in the Jurisdiction in which we Operate — The PRC government may intervene or influence the Hong
Kong operations of an offshore company, such as us, at any time, which could result in a material change in our operations and/or the
value of our Ordinary Shares. If the PRC government exerts more oversight and control over offerings that are conducted overseas and/or
foreign investment in Hong Kong-based issuers and we were to be subject to such oversight and control, it may limit or completely hinder
our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be
worthless,” “Risk Factors— Risks Related to Doing Business in the Jurisdiction in which we Operate — Our
financial condition, results of operations, the value of our Ordinary Shares and/or our ability to offer or continue to offer securities
to investors may be materially and adversely affected by existing or future PRC laws and regulations which may become applicable to us
and our subsidiaries,” “Risk Factors— Risks Related to Doing Business in the Jurisdiction in which we Operate —We
and our subsidiaries face uncertainties arising from the possible revision regarding the interpretation and implementation of current
and any future PRC laws and regulations related to part of our business operations ,” and “ Risk Factors— Risks
Related to Doing Business in the Jurisdiction in which we Operate — If we were to be required to obtain any permission or approval
from or complete any filing procedures with the CSRC, the CAC, or other PRC governmental authorities in connection with this offering
under the PRC laws, we may be fined or subject to other sanctions .”
Furthermore, substantially all
the individuals who are expected to serve as Mango’s directors, officers and members of senior management, including but not limited
to Jialing Zhang, Cheung Kam Fai, Zhao Pang, Yuguo Chen, Tony I Tong and Chi Kwan Ying, are located in Hong Kong or Mainland China,
which makes it more difficult (i) to serve legal process within the United States upon these individuals, (ii) to obtain information
from these individuals necessary for investigations or lawsuits, (iii) to enforce, both in and outside the United States, judgments obtained
in U.S. courts against these individuals in any action, including actions based upon the civil liability provisions of U.S. federal or
state securities laws, and (iv) to bring an original action in a Hong Kong court to enforce liabilities against these individuals based
upon the U.S. federal securities laws. For a more detailed description on the related risks, see “ Risk Factors—Risks Related
to Doing Business in the Jurisdiction in which we Operate — You may incur additional costs and procedural obstacles in effecting
service of legal process, enforcing foreign judgments or bringing actions in Hong Kong against us or our management named in this proxy
statement/prospectus based on Hong Kong laws.”
Mango has no plans to declare
cash dividends in the near term, but as a holding company, Mango may rely on dividends from its subsidiaries for cash requirements, including
any payment of dividends to its shareholders, and neither Mango nor its subsidiaries has maintained cash management policies which dictate
the purpose, amount and procedure of cash transfers between the entities. The ability of its subsidiaries to pay dividends to Mango,
however, is subject to the debt they incur on their own behalf and/or laws and regulations applicable to them. As of the date of this
proxy statement/prospectus, Mango has not declared or paid any dividends or distributions on equity to its shareholders. Mango may also
make loans and additional capital contribution to its subsidiaries or branches, subject to certain requirements under the applicable
laws.
In connection with the Business
Combination, certain related agreements have been, or will be, entered into on or prior to the date of the Closing, including (i) the
Lock-Up Agreement, (ii) the Registration Rights Agreement, (iii) the Indemnification Escrow Agreement, and (iv) the Earnout Escrow Agreement.
For additional information, see “ Proposal No. 1: The Business Combination Proposal —Related Agreements—Transaction
Documents ” in the accompanying proxy statement/prospectus.
The Business Combination Agreement
provides that the obligations of the parties to consummate the Merger are conditioned on, among other things, (i) certain required consents
and approvals from governmental authorities, including approval of the SFC, having been obtained, and there being no agreement between
Mango or Cayson and any governmental authority pursuant to which Mango or Cayson has agreed not to consummate the Business Combination,
(ii) the registration statement filed by Mango with the SEC, of which the accompanying proxy statement/prospectus forms a part, having
become effective, (iii) the approval of the proposals to be presented at the Meeting having been obtained, (iv) the listing of the Mango
Ordinary Shares having been approved by an Approved Stock Exchange, subject only to official notice of issuance thereof, (v) no governmental
authority of competent jurisdiction having enacted or issued any law (whether temporary, preliminary or permanent), in each case that
is in effect and which has the effect of restraining, enjoining or prohibiting the consummation of the transaction, (vi) the Restructuring
having been consummated, (vii) the PIPE Financing having been consummated, (viii) Cayson having at least $5,000,001 of net tangible assets
(although the parties have agreed this condition no longer needs to be satisfied since it is no longer required by Cayson’s M&A),
(ix) Mango and Merger Sub, on one hand, and Cayson, on the other hand, having each performed and complied in all material respects with
the obligations, covenants and agreements required by the Business Combination Agreement to be performed or complied with by it at or
prior to the Effective Time, and (x) the representations and warranties in the Business Combination Agreement of Mango and Merger Sub,
on one hand, and Cayson, on the other hand, being true and correct subject to customary bringdown standards. In addition, the obligations
of Mango to consummate the Business Combination are conditioned upon, among other items, there having been no “Material Adverse
Effect” on Cayson since the date of the Business Combination Agreement, and the obligations of Cayson to consummate the Business
Combination are conditioned upon, among other items, there having been no “Material Adverse Effect” on Mango since the date
of the Business Combination Agreement. The Business Combination Agreement is also subject to the satisfaction or waiver of certain other
closing conditions as described in the accompanying proxy statement/prospectus.
There can be no assurance that
the parties to the Business Combination Agreement would waive any such provision of the Business Combination Agreement if it is not satisfied
as of the time of satisfaction of all other conditions precedent to the Merger.
Extraordinary General Meeting
At the Meeting, you will be
asked to consider and vote upon:
● | as
an ordinary resolution, a proposal to approve in all respects (i) the Business Combination
Agreement, (ii) the other Transaction Documents (as defined in the Business Combination Agreement),
and (iii) the completion of the transactions contemplated by the Business Combination Agreement
and such Transaction Documents, in accordance with the terms and subject to the conditions
set forth in the Business Combination Agreement and such Transaction Documents (the “ Business
Combination Proposal ”); |
● | as
a special resolution, a proposal to adopt and approve the plan of merger to be filed with
the Registrar of Companies of the Cayman Islands (the “ Plan of Merger ”),
a copy of which is attached to the proxy statement/prospectus as Annex B , and the
transactions contemplated thereunder, including, without limitation that Merger Sub shall
merge with and into Cayson with Cayson being the surviving company (the “ Merger ”)
in all respects (the “ Merger Proposal ”); |
● | as
an ordinary resolution, a proposal to approve in all respects, for the purposes of complying
with the applicable provisions of Nasdaq Rule 5635, the Business Combination which will result
in a change of control of Cayson and the issuance of the Cayson Ordinary Shares in connection
with the PIPE Financing (the “ Nasdaq Proposal ”); |
3 |
|
● | as
an ordinary resolution, a proposal to approve, on a non-binding advisory basis, certain material
differences between the amended and restated memorandum and articles of association of Cayson
as adopted by special resolution on September 19, 2024 with effect from September 23, 2024
(“ Cayson’s M&A ”) and the amended and restated memorandum and
articles of association of New Mango (“ New Mango’s M&A ”), presented
separately in accordance with the U.S. Securities and Exchange Commission’s (the “ SEC ”)
requirements (collectively, the “ Non-Binding Governance Proposals ”); and |
● | as
an ordinary resolution, a proposal to approve the adjournment of the extraordinary general
meeting to a later date or dates, if it is determined by the officer presiding over the extraordinary
general meeting that more time is necessary for Cayson to consummate the Merger and the other
transactions contemplated by the Business Combination Agreement (the “ Adjournment
Proposal ”). |
The Merger may be consummated
only if the (i) Business Combination Proposal and (ii) the Merger Proposal (collectively, the “ Condition Precedent Proposals ”)
are approved at the Meeting. The approval of each of the Condition Precedent Proposals is cross-conditioned on the approval of the other.
The approval of the Nasdaq Proposal and the Non-Binding Governance Proposals also are conditioned on the Condition Precedent Proposals.
None of the proposals are conditioned on the approval of the Nasdaq Proposal or the Non-Binding Governance Proposals. However, the Business
Combination will not be consummated unless all the proposals are approved or the corresponding condition in the Business Combination
Agreement is waived by the parties to such agreement. If the Adjournment Proposal is presented, the other proposals will not be presented.
The Non-Binding Governance Proposals are constituted of non-binding advisory proposals. Each of these proposals is more fully described
in the accompanying proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
Pursuant to Cayson’s M&A,
the holders of Public Shares, excluding Cayson Holding LP (“ Cayson Holding ”) and Yawei Cao (together with Cayson Holding,
the “ Sponsors ”) and Cayson’s officers and directors, may elect to have all or a portion of such shareholder’s
Public Shares redeemed for cash if the Business Combination is consummated, provided that no such shareholder acting together with any
affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes
of acquiring, holding, or disposing of shares of Cayson may exercise this redemption right with respect to more than 15% of the Public
Shares without Cayson’s prior consent. You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i) | submit a written request to Continental
Stock Transfer & Trust Company (“ Continental ”), Cayson’s transfer
agent, in which you (a) request that Cayson redeem all or a portion of your Cayson Ordinary
Shares for cash, and (b) identify yourself as the beneficial holder of the Cayson Ordinary
Shares and provide your legal name, phone number and address; and |
(ii) | deliver your Public Shares to Continental
physically or electronically through The Depository Trust Company (“ DTC ”). |
Public Shareholders must
complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on
[●], 2026 (two business days before the Meeting) in order for their shares to be redeemed. Public Shareholders may elect
to redeem their Public Shares whether they vote “for” or “against” or do not vote at all on the Business Combination
Proposal or the other proposals to be voted upon at the Meeting.
If you hold Cayson Ordinary
Shares through Cayson Units, you must elect to separate your Cayson Units into the underlying Cayson Ordinary Shares and Cayson Rights
prior to exercising your redemption rights with respect to the Public Shares. If you hold your Cayson Units in an account at a brokerage
firm or bank, you must notify your broker or bank that you elect to separate the Cayson Units into the underlying Cayson Ordinary Shares
and Cayson Rights, or if you hold Cayson Units registered in your own name, you must contact Continental, Cayson’s transfer agent,
directly and instruct it to do so.
Notwithstanding the foregoing,
no holder of Public Shares, acting individually or together with any affiliate of such holder or any other person with whom such holder
is acting in concert or as a partnership, syndicate, or other group (as defined in Section 13(d)(3) of the Exchange Act) for the purposes
of acquiring, holding, or disposing of Cayson Ordinary Shares, may exercise this redemption right with respect to more than 15% of the
Public Shares without Cayson’s prior consent. Accordingly, all Public Shares in excess of that 15% limit will not be redeemed for
cash.
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If the Business Combination
is not consummated, the Public Shares will be returned to their respective holders, brokers, or banks. If the Business Combination is
consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that they hold
and timely delivers its shares to Continental, Cayson will redeem such Public Shares for a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the trust account established at the consummation of Cayson’s Initial Public Offering (the
“ trust account ”), including any interest earned on the funds held in the trust account and not previously released
to Cayson to pay its taxes, divided by the number of then outstanding Public Shares, calculated as of two business days prior to
the consummation of the Business Combination. For illustrative purposes, as of [__], 2026, this would have amounted to approximately
$[__] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing
to exchange its Public Shares for cash and will no longer own Public Shares. See “ Extraordinary General Meeting of Cayson — Redemption
Rights ” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish
to redeem your Public Shares for cash.
The Sponsors and Cayson’s
officers and directors have agreed to, among other things, vote in favor of the Business Combination and the other proposals to be presented
at the Meeting and have waived their redemption rights in connection with the consummation of the Business Combination, in each case
with respect to any Cayson Ordinary Shares held by them, subject to applicable securities laws. Such persons waived their redemption
rights in order to induce Cayson and EarlyBirdCapital, Inc., the representative of the underwriters in Cayson’s IPO (“ EBC ”),
to enter into the underwriting agreement for the IPO. In addition, EBC has waived its redemption rights in connection with the consummation
of the Business Combination with respect to the 100,000 EBC Founder Shares held by it. No person was paid any consideration in exchange
for these waivers. For the avoidance of doubt, the Founder Shares, the EBC Founder Shares and the Private Shares will be excluded from
the pro rata calculation used to determine the per-share redemption price.
Cayson is providing the accompanying
proxy statement/prospectus and proxy card to Cayson shareholders in connection with the solicitation of proxies to be voted at the Meeting
and at any adjournments of the Meeting. Information about the Meeting, the Business Combination and other related matters to be considered
by Cayson shareholders at the Meeting is included in the accompanying proxy statement/prospectus. Whether or not you plan to attend the
Meeting, all Cayson shareholders are urged to read the accompanying proxy statement/prospectus, including the annexes and other documents
referred to therein, carefully and in their entirety. You should also carefully consider the risk factors described in “ Risk
Factors ” beginning on page 66 of the accompanying proxy statement/prospectus.
After careful consideration,
the board of directors of Cayson (the “ Cayson Board ”) has unanimously approved the Business Combination, determined
that the Business Combination is advisable and in the best interests of Cayson and its shareholders, and recommended that shareholders
vote “FOR” the Business Combination Proposal and “FOR” all other proposals to be presented to the Cayson shareholders
at the Meeting. When you consider the recommendation of these proposals by the Cayson Board, you should keep in mind that Cayson’s
officers and directors, as well as Mango’s officers and directors, have interests in the Business Combination that may conflict
with your interests as a shareholder. See the section entitled “ Proposal No. 1: The Business Combination Proposal — Interests
of Cayson’s Directors and Executive Officers in the Business Combination ” in the accompanying proxy statement/prospectus
for a further discussion of these considerations.
Cayson received an opinion from
King Kee Appraisal and Advisory Limited (“ King Kee ”) evaluating the fairness, from a financial point of view, to the
Public Shareholders of the consideration to be paid to the Cayson shareholders in the Merger. For more information, please see the section
entitled “ Shareholder Proposal No. 1: The Business Combination Proposal — Opinion of King Kee, Fairness Opinion Provider .”
The approval of the Merger Proposal
requires a special resolution under Cayman Islands law, being a resolution passed by a majority of at least two-thirds (2/3) of the votes
cast by or on behalf of the holders of shares of Cayson who are entitled to vote at the Meeting. The approval of each of the Business
Combination Proposal, the Nasdaq Proposal, the Non-Binding Governance Proposals (which are comprised of non-binding advisory proposals)
and the Adjournment Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by, or
on behalf of, the holders of shares of Cayson entitled to vote thereon.
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Your vote is very important .
Whether or not you plan to attend the Meeting, please vote as soon as possible by following the instructions in the accompanying proxy
statement/prospectus to make sure that your shares are represented at the Meeting. If you hold your shares in “street name”
through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee
to ensure that your shares are represented and voted at the Meeting. In most cases you may vote by telephone or over the Internet as
instructed. The Merger will be consummated only if the Condition Precedent Proposals are approved at the Meeting. The approval of each
of the Condition Precedent Proposals are a cross-conditioned on the approval of the other. The approval of the Nasdaq Proposal and the
Non-Binding Governance Proposals also are conditioned on the approval of the Condition Precedent Proposals. None of the proposals are
conditioned on the approval of the Nasdaq Proposal or the Non-Binding Governance Proposals. However, the Business Combination will not
be consummated unless such proposals are approved or the corresponding condition in the Business Combination Agreement is waived by the
parties to such agreement. If the Adjournment Proposal is presented, the other proposals will not be presented. The Non-Binding Governance
Proposals are constituted of non-binding advisory proposals.
If you sign, date and return
your proxy card without indicating how you wish to vote, your shares will be counted towards the quorum requirement and will be voted
“FOR” each of the proposals presented at the Meeting. If you fail to return your proxy card or fail to instruct your bank,
broker or other nominee how to vote, and do not attend the Meeting in person via live webcast and teleconference, the effect will be,
among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Meeting and will
not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the Meeting. We expect
that all proposals being voted on at the Meeting will be considered non-routine under the rules of the NYSE, which generally controls
the ability of brokers to vote or not vote shares held in street name on certain matters, and therefore we do not expect any broker non-votes
to be submitted and broker non-votes will therefore have no impact on quorum or the vote. If you are a shareholder entitled to attend
the Meeting and you wish to attend and vote in person via live webcast and teleconference, you may withdraw your proxy and vote in person
via live webcast and teleconference.
Pro Forma Ownership
It is anticipated that, immediately
following the Business Combination, the ownership of Mango will be as set forth in the table below. Though the Earnout Shares will not
be paid at the Closing, the information in the table below assumes the Earnout Shares have been paid, in order to present the maximum
potential dilution to the shareholders of Cayson (the “ Cayson shareholders ”) from the Business Combination. The
information in the table below also takes into account the 2,541,908 Public Shares that were redeemed in connection with the extraordinary
general meeting held by Cayson in March 2026.
| |
Assuming No Redemption (1) | | |
Assuming 25% Redemption (2) | | |
Assuming 75% Redemption (3) | | |
Assuming Maximum Redemption (4) | |
Shareholders | |
Ownership
in Shares | | |
Equity
% | | |
Ownership
in Shares | | |
Equity
% | | |
Ownership
in Shares | | |
Equity
% | | |
Ownership
in Shares | | |
Equity
% | |
Public Shareholders (5) | |
| 4,058,092 | | |
| 10.1 | % | |
| 3,193,569 | | |
| 8.1 | % | |
| 1,464,523 | | |
| 3.9 | % | |
| 600,000 | | |
| 1.6 | % |
Sponsors and Affiliates (6) | |
| 1,753,000 | | |
| 4.4 | % | |
| 1,753,000 | | |
| 4.4 | % | |
| 1,753,000 | | |
| 4.6 | % | |
| 1,753,000 | | |
| 4.8 | % |
EBC | |
| 100,000 | | |
| 0.2 | % | |
| 100,000 | | |
| 0.3 | % | |
| 100,000 | | |
| 0.3 | % | |
| 100,000 | | |
| 0.3 | % |
Mango Shareholders | |
| 34,000,000 | | |
| 84.6 | % | |
| 34,000,000 | | |
| 86.4 | % | |
| 34,000,000 | | |
| 90.4 | % | |
| 34,000,000 | | |
| 92.5 | % |
PIPE Investors (7) | |
| 300,000 | | |
| 0.7 | % | |
| 300,000 | | |
| 0.8 | % | |
| 300,000 | | |
| 0.8 | % | |
| 300,000 | | |
| 0.8 | % |
Total Shares Outstanding | |
| 40,211,092 | | |
| 100.0 | % | |
| 39,346,569 | | |
| 100.0 | % | |
| 37,617,523 | | |
| 100.0 | % | |
| 36,753,000 | | |
| 100.0 | % |
(1) | This scenario assumes that no Public
Shares are redeemed by Public Shareholders. |
(2) | This scenario assumes that 864,523
Public Shares are redeemed by Public Shareholders. |
(3) | This scenario assumes that 2,593,569
Public Shares are redeemed by Public Shareholders. |
6 |
|
(4) | This scenario assumes that 3,458,092
Public Shares are redeemed by Public Shareholders. |
(5) | Includes an aggregate of 600,000 Ordinary
Shares to be issued upon conversion of the outstanding Rights upon consummation of the Business
Combination. |
(6) | Includes an aggregate of 23,000 Ordinary
Shares to be issued upon conversion of the Private Rights upon consummation of the Business
Combination. |
| | |
| (7) | Represents shares to be issued on closing of the Business Combination from
the portion of the PIPE Financing that has been committed as of the date of this proxy statement/prospectus. To the extent that Mango and Cayson are able to raise additional funds
in the PIPE Financing, up to an additional 200,000 ordinary shares could be issued. |
Sponsor Compensation
Cayson Holding and Yawei Cao
are “SPAC sponsors” as such term is defined in the SEC’s rules governing special purpose acquisition companies, such
as Cayson. The Sponsors and their affiliates, including the details of their involvement with Cayson, background about their key personnel
and the involvement of such key personnel with other special purpose acquisition companies, are described further in the section of this
proxy statement/prospectus titled “ Information about Cayson — Sponsors and their Affiliates .”
The following table presents
information regarding compensation of the Sponsors and their affiliates, including securities and promissory notes issued to the Sponsors,
as required by the SEC’s rules governing special purpose acquisition companies:
| |
Post-Business
Combination
Mango
Ordinary
Shares (#) | | |
Other Compensation ($) | |
Cayson Holding LP | |
| 750,000 | | |
$ | 110,000 | |
Yawei Cao | |
| 771,758 | | |
$ | 0 | |
TenX Global Capital LP (1) | |
| 231,242 | | |
$ | 150,000 | |
(1) | TenX Global Capital LP (“ TenX ”)
is an affiliate of Cayson Holding. |
On May 29, 2024, Cayson
Holding acquired an aggregate of 1,725,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.014 per
share. Thereafter, it transferred an aggregate of 862,500 Founder Shares to Yawei Cao, Cayson’s Chairman of the Board and
Chief Executive Officer, for the same per share purchase price originally paid for such shares, or approximately $0.014 per share. Subsequently, in Cayson’s IPO and simultaneous private placement, Mr. Cao and TenX, an
affiliate of Cayson Holding, purchased 230,000 Private Units (19,780 by Mr. Cao and 210,220 by TenX). Each Private Unit is comprised
of one Private Share and one Private Right, each Private Right to be converted automatically into 1/10 of one Cayson Ordinary Share
upon consummation by Cayson of an initial business combination. Mr. Cao and TenX paid a purchase price of $10.00 per Private Unit,
which is identical to the purchase price paid for the Public Units sold in the IPO, and the Private Units are substantially similar
to the Public Units sold in the IPO. On October 15, 2024, Cayson’s underwriters elected to terminate their over-allotment
option from the IPO and as a result an aggregate of 225,000 Founder Shares were forfeited by the Sponsors and cancelled (112,500 by
each of Cayson Holding and Mr. Cao).
Accordingly, as of the closing
of the IPO, the Sponsors collectively paid an aggregate of $2,325,000 ($12,500 by Cayson Holding, $210,300 by Mr. Cao and $2,102,200
by TenX) for 1,730,000 Cayson Ordinary Shares (750,000 shares for Cayson Holding, or approximately $0.01 per share, 769,780 shares for
Mr. Cao, or approximately $0.27 per share, and $2,102,200 for TenX, or approximately $10.00 per share).
The IPO resulted in the sale
and issuance of 6,000,000 Cayson Ordinary Shares for $60,000,000 before expenses, assuming the entire purchase price of the Cayson Units
sold in the IPO is allocated to the Cayson Ordinary Shares included in such units, and none of the purchase price is allocated to the
Cayson Rights included in such units. The entire purchase price has been allocated to the Cayson Ordinary Shares for the purposes of
this discussion in order to show the maximum dilution caused by the investment and holdings by the Sponsors and their affiliates as of
the closing of the IPO. In accordance with the above, as of immediately following the IPO, counting the investment and holdings by the
Sponsors and their affiliates and those by the Public Shareholders, Cayson had a net tangible book value of $58,617,237 and 8,055,000
Cayson Ordinary Shares outstanding, for a net tangible book value per share of approximately $7.28. As such, the holdings and investment
by the Sponsors and their affiliates resulted in dilution of approximately $2.72 per Cayson Ordinary Share to the Public Shareholders.
7 |
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Additionally, as of date
of this filing, a total of $110,000 of service fees have been paid by Cayson for services rendered by Cayson Holding pursuant to
an administrative services agreement between Cayson and Cayson Holding, and a total of $150,000 of service fees have been paid by Cayson
for services rendered by TenX pursuant to a consulting and advisory agreement between Cayson and TenX, for a total of $260,000 of
paid and accrued compensation to the Sponsors and their affiliates.
Furthermore, if the Sponsors
or their affiliates were to loan any amounts to Cayson and/or incur any fees or out-of-pocket expenses on Cayson’s behalf, the
total sum of such loans, fees and out-of-pocket expenses would be repayable on or after the Closing and/or in certain cases convertible
into additional units. If any such amounts were loaned or incurred and Cayson fails to complete an initial business combination
before its deadline pursuant to Cayson’s M&A, as may be amended to extend such date, such amounts would be forfeited except
to the extent there are any out of trust funds available to be used to repay such amounts. As of the date of the accompanying proxy statement/prospectus,
there are no amounts outstanding under any loans payable to the Sponsors or their affiliates and no fees due or out-of-pocket expenses
to be repaid by Cayson to the Sponsors or their affiliates.
Given the holdings of the Sponsors
and their affiliates, as of the consummation of the Business Combination, they will collectively hold 1,753,000 Mango Ordinary Shares.
Cayson Holding will hold 750,000 Mango Ordinary Shares, Mr. Cao will hold 771,758 Mango Ordinary Shares (including 1,978
Mango Ordinary Shares issued in respect of 19,780 Private Rights included in the Private Units), and TenX will hold 231,242 Mango
Ordinary Shares (including 21,022 Mango Ordinary Shares issued in respect of 210,220 Private Rights included in the Private
Units). The Mango Ordinary Shares to be held by the Sponsors following the Business Combination will be identical to the Mango
Ordinary Shares to be held by Cayson’s Public Shareholders in every respect. Because only the 23,000 Mango Ordinary Shares
to be issued in respect of the Private Rights held by Mr. Cao and TenX will be new issuances, only those securities could result in additional
material dilution to the Public Shareholders, and because the Public Shareholders will also be issued Mango Ordinary Shares in
respect of their Public Rights, in the same proportion or greater to Mr. Cao and TenX, since Public Shareholders who redeem their Public
Shares will still keep their Public Rights and receive Mango Ordinary Shares in respect of such rights, the issuance to Mr. Cao
and TenX of Mango Ordinary Shares in respect of its Private Rights could reasonably be seen as not causing any additional substantial
dilution to the Public Shareholders.
* * * * * * * * * *
If you have any questions or
need assistance voting your ordinary shares, please contact [●], Cayson’s proxy solicitor, by calling toll-free (within the
U.S. or Canada) at [●], or for banks and brokers, by calling collect at [●], or by emailing [●].
On behalf of the Cayson Board,
we would like to thank you for your support and look forward to the successful completion of the Business Combination.
|
Sincerely, |
|
|
|
[●] |
|
|
|
Yawei Cao |
|
Chairman and Chief Executive Officer |
NEITHER THE SEC NOR ANY STATE
SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED
UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE
IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Neither Cayson nor Mango is
licensed to conduct investment business in the Cayman Islands by the Cayman Islands Monetary Authority and the accompanying proxy statement/prospectus
does not constitute an offer to members of the public of their share, whether by way of sale or subscription, in the Cayman Islands.
The share of Cayson and Mango have not been offered or sold, will not be offered or sold and no invitation to subscribe for the ordinary
shares of Cayson and Mango will be made, directly or indirectly, to members of the public in the Cayman Islands.
The accompanying proxy statement/prospectus
is dated [●], 2026 and is first being mailed to shareholders on or about [●], 2026.
8 |
|
ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part
of a registration statement on Form F-4 (File No. 333-293383) filed by Mango with the SEC constitutes a prospectus of Mango under
Section 5 of the Securities Act with respect to certain securities of Mango to be issued in connection with the Business Combination
described below. This document also constitutes a notice of meeting and a proxy statement of Cayson under Section 14(a) of the Exchange
Act, for an extraordinary general meeting of shareholders to be held in connection with the Business Combination and at which the Cayson
shareholders will be asked to consider and vote upon a proposal to adopt the Business Combination Agreement and approve the Business
Combination, among other matters.
9 |
|
ADDITIONAL INFORMATION
You may request copies of this
proxy statement/prospectus and any other publicly available information concerning Cayson, without charge: from Cayson, by writing to
Cayson Acquisition Corp, 205 West 37th Street, New York, New York 10018, or by calling (203) 998-5540, or from [●], Cayson’s
proxy solicitor, by calling [●] (toll-free within the U.S. or Canada), or for banks and brokers, by calling [●] (collect),
or by sending an email to [●]. You may also obtain copies of this proxy statement/prospectus and other documents publicly filed
by Cayson from the SEC, through the SEC website at http://www.sec.gov.
In order for a Cayson shareholder
to receive timely delivery of the applicable documents in advance of the Meeting to be held on [●], 2026, such shareholder
must request the information no later than five business days prior to the date of the meeting, or by [●], 2026.
10 |
|
CAYSON ACQUISITION CORP
205 West 37th Steet
New York, New York 10018
NOTICE OF EXTRAORDINARY GENERALMEETING OF SHAREHOLDERS
TO BE HELD ON [●], 2026
TO THE SHAREHOLDERS OF CAYSON ACQUISITION CORP:
NOTICE IS HEREBY GIVEN that
an extraordinary general meeting (the “ Meeting ”) of Cayson Acquisition Corp, a Cayman Islands exempted company, company
number 410337 (“ Cayson ”), will be held at [●], Eastern Time, on [●], 2026, virtually via live webcast
at [●] and via teleconference at [●] (U.S. toll free) or [●] (international toll free) (in each case using participant
code [●]), or at such other time and place to which the Meeting may be adjourned. Shareholders of Cayson (“ Cayson shareholders ”)
may attend the Meeting by visiting the live webcast website, where they will be able to listen to the Meeting live and vote during the
Meeting. We are pleased to utilize virtual shareholder meeting technology to provide ready access and cost savings for Cayson shareholders
and Cayson. See “ Frequently Used Terms ” in the accompanying proxy statement/prospectus for definitions of certain
terms used in this notice.
You are cordially invited to
attend the Meeting, which will be held to consider and vote, and if thought fit, pass and approve, the following resolutions:
● | Proposal No. 1 — The
Business Combination Proposal — as an ordinary resolution, that (i) the Agreement
and Plan of Merger, dated as July 11, 2025, as amended (as the same may be further
amended, restated or supplemented, the “ Business Combination Agreement ”),
by and among Cayson, Mango Financial Group Limited, a Cayman Islands exempted company (“ Mango ”),
North Water Investment Group Holdings Limited (“ North Water ”), the parent
company of Mango Financial Limited (“ Mango Financial ”), and Mango Temp
Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“ Merger
Sub ”), a copy of which is attached to the proxy statement/prospectus as Annex
A , (ii) the other Transaction Documents (as defined in the Business Combination Agreement),
and (iii) the completion of the transactions contemplated by the Business Combination Agreement
and such Transaction Documents, in accordance with the terms and subject to the conditions
set forth in the Business Combination Agreement and such Transaction Documents, be approved
in all respects (the “ Business Combination Proposal ”); |
● | Proposal
No. 2 — The Merger Proposal — as a special resolution, that
the plan of merger to be filed with the Registrar of Companies of the Cayman Islands (the
“ Plan of Merger ”), a copy of which is attached to the proxy statement/prospectus
as Annex B , and the transactions contemplated thereunder, including, without limitation,
that Merger Sub shall merge with and into Cayson with Cayson being the surviving company
(the “ Merger ”), be and are hereby adopted and approved and authorized
in all respects (the “ Merger Proposal ”); |
● | Proposal
No. 3 — The Nasdaq Proposal — as an ordinary resolution, that
for the purposes of complying with the applicable provisions of Nasdaq Rule 5635, the Business
Combination which will result in a change of control of Cayson and the issuance of Cayson
Ordinary Shares in connection with the sale of at least $5,000,000 of equity securities of
Cayson to be consummated immediately prior to the Closing (the “ PIPE Financing ”)
be approved in all respects (the “ Nasdaq Proposal ”); |
● | Proposal
No. 4 — The Non-Binding Governance Proposals — as an ordinary
resolution, that certain material differences between the amended and restated memorandum
and articles of association of Cayson as adopted by special resolution on September 19, 2024
with effect from September 23, 2024 (“ Cayson’s M&A ”) and the
amended and restated memorandum and articles of association of New Mango (“ New Mango’s
M&A ”), presented separately in accordance with U.S. Securities and Exchange
Commission’s (the “ SEC ”) requirements, be approved, on a non-binding
advisory basis (collectively, the “ Non-Binding Governance Proposals ”);
and |
11 |
|
● | Proposal
No. 5 — The Adjournment Proposal — as an ordinary resolution,
that the adjournment of the extraordinary general meeting to a later date or dates, if it
is determined by the officer presiding over the extraordinary general meeting that more time
is necessary for Cayson to consummate the Merger and the other transactions contemplated
by the Business Combination Agreement, be approved (the “ Adjournment Proposal ”). |
The approval of each of Proposal
Nos. 1 and 2 (the “ Condition Precedent Proposals ”) is cross-conditioned on the approval of the other. Approval of
Proposal Nos. 3 and 4 also are conditioned upon the approval of the Condition Precedent Proposals. None of the proposals are conditioned
on approval of Proposal Nos. 3 or 4. However, the business combination for which the Business Combination Agreement provides (the “ Business
Combination ”) will not be consummated unless all the proposals are approved or the corresponding condition in the Business
Combination Agreement is waived by the parties to such agreement. If Proposal No. 5 is presented, the other proposals will not be presented.
Proposal No. 4 is constituted of non-binding advisory proposals. Each of these proposals is more fully described in the accompanying
proxy statement/prospectus, which each shareholder is encouraged to read carefully and in its entirety.
Only holders of record of Cayson
Ordinary Shares at the close of business on [●], 2026 are entitled to notice of and to vote and have their votes counted
at the Meeting and any adjournment of the Meeting.
The accompanying proxy statement/prospectus
and accompanying proxy card are being provided to Cayson shareholders in connection with the solicitation of proxies to be voted at the
Meeting and at any adjournment of the Meeting. Whether or not you plan to attend the Meeting, all Cayson shareholders are urged to
read this proxy statement/prospectus, including the annexes and the documents referred to herein, carefully and in their entirety. You
should also carefully consider the risk factors described in “ Risk Factors ” beginning on page 66 of the accompanying
proxy statement/prospectus.
After careful consideration,
the Cayson Board has unanimously approved the Business Combination, determined that the Business Combination is advisable and in the
best interests of Cayson and its shareholders, and recommended that shareholders vote “FOR” the adoption of the Business
Combination Proposal and “FOR” all other proposals to be presented to Cayson shareholders at the Meeting. When you consider
the recommendation of these proposals by the Cayson Board, you should keep in mind that Cayson’s officers and directors have interests
therein that may conflict with your interests as a shareholder. See the section entitled “ Proposal No. 1: The Business
Combination Proposal — Conflicts of Interest of the Sponsors and Cayson’s Officers and Directors ”
in the accompanying proxy statement/prospectus for a further discussion of these considerations.
Pursuant to Cayson’s M&A,
the holders of the Public Shares, excluding Cayson Holding LP (“ Cayson Holding ”) and Yawei Cao (together with Cayson
Holding, the “ Sponsors ”) and Cayson’s officers and directors, may elect to have all or a portion of such shareholder’s
Public Shares redeemed for cash if the Business Combination is consummated, provided that no such shareholder acting together with any
affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes
of acquiring, holding, or disposing of shares of Cayson may exercise this redemption right with respect to more than 15% of the Public
Shares without Cayson’s prior consent. You will be entitled to receive cash for any Public Shares to be redeemed only if you:
(i) | submit a written request to Continental
Stock Transfer & Trust Company (“ Continental ”), Cayson’s transfer
agent, in which you (a) request that Cayson redeem all or a portion of your Cayson Ordinary
Shares for cash, and (b) identify yourself as the beneficial holder of the Cayson Ordinary
Shares and provide your legal name, phone number and address; and |
(ii) | deliver your Public Shares to Continental
physically or electronically through The Depository Trust Company (“ DTC ”). |
Public Shareholders must
complete the procedures for electing to redeem their Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on
[ ● ], 2026 (two business days before the Meeting) in order for their shares to be redeemed. Public Shareholders
may elect to redeem their Public Shares whether they vote “for” or “against” or do not vote at all on the Business
Combination Proposal or the other proposals to be voted upon at the Meeting.
12 |
|
If you hold Cayson Ordinary
Shares through Cayson Units, you must elect to separate your Cayson Units into the underlying Cayson Ordinary Shares and Cayson Rights
prior to exercising your redemption rights with respect to the Public Shares. If you hold your Cayson Units in an account at a brokerage
firm or bank, you must notify your broker or bank that you elect to separate the Cayson Units into the underlying Cayson Ordinary Shares
and Cayson Rights, or if you hold Cayson Units registered in your own name, you must contact Continental, Cayson’s transfer agent,
directly and instruct it to do so.
Notwithstanding the foregoing,
no holder of Public Shares, acting individually or together with any affiliate of such holder or any other person with whom such holder
is acting in concert or as a partnership, syndicate, or other group (as defined in Section 13(d)(3) of the Exchange Act) for the purposes
of acquiring, holding, or disposing of Cayson Ordinary Shares, may exercise this redemption right with respect to more than 15% of the
Public Shares without Cayson’s prior consent. Accordingly, all Public Shares in excess of that 15% limit will not be redeemed for
cash.
If the Business Combination
is not consummated, the Public Shares will be returned to their respective holders, brokers or banks. If the Business Combination is
consummated, and if a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and
timely delivers its shares to Continental, Cayson will redeem such Public Shares for a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account established at the consummation of Cayson’s Initial Public Offering (the
“ trust account ”), including any interest earned on the funds held in the trust account and not previously released
to Cayson to pay its taxes, divided by the number of then outstanding Public Shares, calculated as of two business days prior to
the consummation of the Business Combination. For illustrative purposes, as of [__], 2026, this would have amounted to approximately
$[__] per issued and outstanding Public Share. If a Public Shareholder exercises its redemption rights in full, then it will be electing
to exchange its Public Shares for cash and will no longer own Public Shares. See “ Extraordinary General Meeting of Cayson — Redemption
Rights ” in the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish
to redeem your Public Shares for cash.
The Sponsors and Cayson’s
officers and directors have agreed to, among other things, vote in favor of the Business Combination and the other proposals to be presented
at the Meeting and have waived their redemption rights in connection with the consummation of the Business Combination, in each case
with respect to any Cayson Ordinary Shares held by them, subject to applicable securities laws. Such persons waived their redemption
rights in order to induce Cayson and EarlyBirdCapital, Inc., the representative of the underwriters in Cayson’s IPO (“ EBC ”),
to enter into the underwriting agreement for the IPO. In addition, EBC has waived its redemption rights in connection with the consummation
of the Business Combination with respect to the 100,000 EBC Founder Shares held by it. No person was paid any consideration in exchange
for these waivers. For the avoidance of doubt, the Founder Shares, the EBC Founder Shares and the Private Shares will be excluded from
the pro rata calculation used to determine the per-share redemption price.
The approval of the Merger Proposal
requires a special resolution under Cayman Islands law, being a resolution passed by a majority of at least two-thirds (2/3) of the votes
cast by or on behalf of the holders of shares of Cayson who are entitled to vote at the Meeting. The approval of each of the Business
Combination Proposal, the Nasdaq Proposal, the Non-Binding Governance Proposals (which are comprised of non-binding advisory proposals)
and the Adjournment Proposal requires an ordinary resolution, being a resolution passed by a simple majority of the votes cast by or
on behalf of the shareholders entitled to vote thereon.
Your vote is very important.
Whether or not you plan to attend the Meeting, please vote as soon as possible by following the instructions in the accompanying proxy
statement/prospectus to make sure that your shares are represented at the Meeting. If you hold your shares in “street name”
through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee
to ensure that your shares are represented and voted at the Meeting. In most cases you may vote by telephone or over the Internet as
instructed. The Merger will be consummated only if the Condition Precedent Proposals are approved at the Meeting. The approval of each
of the Condition Precedent Proposals are a cross-conditioned on the approval of the other. The approval of the Nasdaq Proposal and the
Non-Binding Governance Proposals also are conditioned on the approval of the Condition Precedent Proposals. None of the proposals are
conditioned on the approval of the Nasdaq Proposal or the Non-Binding Governance Proposals. However, the Business Combination will not
be consummated unless such proposals are approved or the corresponding condition in the Business Combination Agreement is waived by the
parties to such agreement. If the Adjournment Proposal is presented, the other proposals will not be presented. The Non-Binding Governance
Proposals are constituted of non-binding advisory proposals.
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|
If you sign, date and return
your proxy card without indicating how you wish to vote, your shares will be counted towards the quorum requirement and will be voted
“FOR” each of the proposals presented at the Meeting. If you fail to return your proxy card or fail to instruct your bank,
broker or other nominee how to vote, and do not attend the Meeting in person via live webcast and teleconference, the effect will be,
among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the Meeting and will
not be voted. An abstention will be counted towards the quorum requirement but will not count as a vote cast at the Meeting. We expect
that all proposals being voted on at the Meeting will be considered non-routine under the rules of the NYSE, which generally controls
the ability of brokers to vote or not vote shares held in street name on certain matters, and therefore we do not expect any broker non-votes
to be submitted and broker non-votes will therefore have no impact on quorum or the vote. If you are a shareholder entitled to attend
the Meeting and you wish to attend and vote in person via live webcast and teleconference, you may withdraw your proxy and vote either
in person via live webcast and teleconference.
Your attention is directed to
the remainder of the accompanying proxy statement/prospectus following this notice (including the annexes and other documents referred
to herein) for a more complete description of the proposed Business Combination and related transactions and each of the proposals. You
are encouraged to read the accompanying proxy statement/prospectus carefully and in its entirety, including the annexes and other documents
referred to herein. If you have any questions or need assistance voting your ordinary shares, please contact [●], Cayson’s
proxy solicitor, by calling toll-free (within the U.S. or Canada) at [●], or for banks and brokers, by calling collect at [●],
or by emailing [●].
Thank you for your participation.
We look forward to your continued support.
By Order of the Board of Directors
of Cayson Acquisition Corp, dated [●], 2026.
|
[●] |
|
|
|
Yawei Cao |
|
Chairman and Chief Executive Officer |
14 |
|
TABLE OF CONTENTS
FREQUENTLY
USED TERMS |
16 |
TRADEMARKS |
19 |
MARKET
AND INDUSTRY DATA |
19 |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS |
19 |
QUESTIONS
AND ANSWERS ABOUT THE CAYSON SHAREHOLDER PROPOSALS |
20 |
SUMMARY
OF THE PROXY STATEMENT/PROSPECTUS |
39 |
SUMMARY
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS |
63 |
COMPARATIVE
PER SHARE DATA |
64 |
TICKER
SYMBOLS AND DIVIDEND INFORMATION |
65 |
RISK
FACTORS |
66 |
EXTRAORDINARY
GENERAL MEETING OF CAYSON SHAREHOLDERS |
112 |
PROPOSAL
1: THE BUSINESS COMBINATION PROPOSAL |
120 |
PROPOSAL
2: THE MERGER PROPOSAL |
166 |
PROPOSAL
3: THE NASDAQ PROPOSAL |
167 |
PROPOSAL
4: THE NON-BINDING GOVERNANCE PROPOSALS |
168 |
PROPOSAL
5: THE ADJOURMENT PROPOSAL |
173 |
UNAUDITED
PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION |
174 |
INFORMATION
ABOUT CAYSON |
182 |
CAYSON’S
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
194 |
INDUSTRY
IN WHICH MANGO FINANCIAL OPERATES |
197 |
BUSINESS
OF MANGO FINANCIAL |
202 |
MANGO’S
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
223 |
MANAGEMENT
OF NEW MANGO FOLLOWING THE BUSINESS COMBINATION |
246 |
CERTAIN
RELATIONSHIPS AND RELATED PERSON TRANSACTIONS |
254 |
BENEFICIAL
OWNERSHIP OF SECURITIES |
256 |
DESCRIPTION
OF NEW MANGO SECURITIES |
261 |
COMPARISON
OF SHAREHOLDERS’ RIGHTS |
269 |
DISSENTER’S
RIGHTS |
277 |
ENFORCEABILITY OF CIVIL LIABILITIES
|
277 |
HOUSEHOLDING
INFORMATION |
278 |
TRANSFER
AGENT AND REGISTRAR |
278 |
SUBMISSION
OF PROPOSALS |
278 |
FUTURE
PROPOSALS |
278 |
WHERE
YOU CAN FIND MORE INFORMATION |
278 |
LEGAL
MATTERS |
279 |
EXPERTS |
279 |
STOCKHOLDER
COMMUNICATIONS |
279 |
INDEX
TO FINANCIAL STATEMENTS |
F-1 |
15 |
|
FREQUENTLY USED TERMS
Unless otherwise stated in this
proxy statement/prospectus or the context otherwise requires:
|
● |
“ Approved
Stock Exchange ” means any national securities exchange mutually agreed upon by Mango and Cayson including Nasdaq, the New
York Stock Exchange and the NYSE American. |
● | “ Business
Combination ” means the business combination between Cayson and Mango, for which
the Business Combination Agreement provides. |
● | “ Business Combination Agreement ”
means the Agreement and Plan of Merger, dated as July 11, 2025 and amended on September 11,
2025 and April 14, 2026 (as the same may be amended, restated or supplemented), by
and among Cayson, Mango, North Water and Merger Sub, a copy of which is attached to the proxy
statement/prospectus as Annex A . |
● | “ Cayson ”
means Cayson Acquisition Corp, a Cayman Islands exempted company. |
● | “ Cayson
Board ” means the board of directors of Cayson. |
● | “ Cayson
Holding ” means Cayson Holding LP, a Delaware limited partnership and one of the
Sponsors. |
● | “ Cayson
Ordinary Shares ” means the ordinary shares of Cayson, par value $0.0001 per share. |
● | “ Cayson
Rights ” means the rights to receive one-tenth of one Cayson Ordinary Share upon
the consummation of an initial business combination by Cayson. |
● | “ Cayson
shareholders ” means the shareholders of Cayson, including the holders of the Cayson
Ordinary Shares that are components of Cayson Units. |
● | “ Cayson
Units ” means the units of Cayson, each consisting of one Cayson Ordinary Share
and one Cayson Right. |
● | “ Cayson’s
M&A ” means the amended and restated memorandum and articles of association
of Cayson as adopted by special resolution on September 19, 2024 with effect from September
23, 2024. |
● | “ Cayman
Companies Act ” means the Companies Act (Revised) of the Cayman Islands, as amended
from time to time. |
● | “ Closing ”
means the consummation of the Business Combination. |
● | “ Closing
Date ” means the date of the Closing. |
● | “ Code ”
means the Internal Revenue Code of 1986, as amended. |
● | “ Continental ”
means Continental Stock Transfer & Trust Company. |
● | “ Earnout
Escrow Agreement ” means that certain escrow agreement to be entered into with Continental,
as escrow agent, at or prior to the Closing and in a form reasonably agreed to by the parties
to the Business Combination Agreement, which shall cover the treatment and release of the
Earnout Shares. |
● | “ Earnout Shares ”
means 20,000,000 Mango Ordinary Shares that the Mango shareholders will have the right
to receive after the Closing upon the achievement of certain net income targets for fiscal
years 2025 and 2026. |
● | “ EBC ”
means EarlyBirdCapital, Inc., the representative of the underwriters of Cayson’s Initial
Public Offering. |
16 |
|
● | “ EBC
Founder Shares ” means the 100,000 Cayson Ordinary Shares that Cayson issued to
EBC for an aggregate price of $1,450 in a private placement prior to the IPO. |
● | “ Effective
Time ” means the effective time of the Merger. |
● | “ Exchange
Act ” means the Securities Exchange Act of 1934, as amended. |
● | “ Founder
Shares ” means the 1,500,000 Cayson Ordinary Shares held by the Sponsors that Cayson
issued for an aggregate price of $25,000 in a private placement prior to the IPO. |
| | |
| ● | “ GEM
Listing Rules ” means the Rules Governing the Listing of Securities on GEM of The
Stock Exchange of Hong Kong Limited.
|
| | |
| ● | “ HKSFO ”
means the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).
|
● | “ Indemnification
Escrow Agreement ” means the certain escrow agreement to be entered into with Continental,
as escrow agent, at or prior to the Closing and in a form reasonably agreed to by the parties
to the Business Combination Agreement, pursuant to which the Mango shareholders will deposit
the Indemnification Shares with Continental, to be held in escrow as security for the Mango
shareholder’s indemnification obligations on behalf of Mango. |
● | “ Indemnification Shares ”
means 4,000,000 Mango Ordinary Shares held by the Mango shareholders that will be
deposited into escrow, to be held for two years after the Closing Date as security for certain
indemnification obligations of Mango. |
● | “ Initial
Public Offering ” or “ IPO ” means the initial public offering
of Cayson consummated on September 23, 2024. |
● | “ Initial
Shareholders ” means the Sponsors and the other holders of the Founder Shares prior
to the IPO. |
| | |
| ● | “ Listing Rules ”
means the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. |
● | “ Lock-Up Agreement ”
means the agreement to be entered into at or prior to the Closing by and among Mango and
the Mango shareholders, providing for restrictions on transfer of the Mango Ordinary Shares
for a period of up to six months after the Closing. |
● | “ Mango ”
means Mango Financial Group Limited, a Cayman Islands exempted company. |
● | “ Mango Ordinary Shares ”
means the ordinary shares of Mango, par value $ 0.0001
per share. |
● | “ Mango
Financial ” means Mango Financial Limited, a Hong Kong limited company, which is
a wholly owned subsidiary of North Water. |
● | “ Mango
shareholders ” means the shareholders of Mango. |
● | “ Meeting ” means
the extraordinary general meeting of shareholders of Cayson to which this proxy statement/prospectus
relates, be held at [●], at [●] Eastern Time, on [●], 2026, and
virtually via live webcast at [●] and via teleconference at [●] (U.S. toll free)
or [●] (international toll free), or at such other time and place to which the Meeting
may be adjourned. |
● | “ Merger ”
means the merger of Merger Sub with and into Cayson, with Cayson continuing as the surviving
entity and becoming a wholly owned subsidiary of Mango. |
● | “ Merger
Sub ” means Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned
subsidiary of Mango. |
● | “ Nasdaq ”
means The Nasdaq Stock Market, LLC. |
● | “ New
Mango ” means Mango after the Closing. |
● | “ New
Mango Board ” means the board of directors of New Mango following the Closing. |
17 |
|
● | “ New
Mango’s M&A ” means the amended and restated memorandum and articles of
association of New Mango to be adopted upon the consummation of the Business Combination. |
● | “ North
Water ” means North Water Investment Group Holdings Limited, a British Virgin Islands
business company, which will become a wholly owned subsidiary of Mango in the Restructuring. |
● | “ PIPE
Financing ” means the sale of at least $5,000,000 of equity securities of Cayson
to be consummated immediately prior to the Closing. |
● | “ PRC ”
means the People’s Republic of China. |
● | “ Private
Rights ” mean the Cayson Rights included in the Private Units, which are identical
to the Public Rights, subject to certain exceptions. |
● | “ Private
Shares ” mean the Cayson Ordinary Shares included in the Private Units, which are
identical to the Public Shares, subject to certain exceptions. |
● | “ Private
Units ” means the Cayson Units that Cayson issued to the Sponsors and/or their designees
in a private placement simultaneously with the closing of the IPO, as well as any Cayson
Units that may be issued upon conversion of any working capital loans, which are identical
to the Public Units, subject to certain exceptions. |
● | “ Public
Rights ” means the Cayson Rights sold as part of the Public Units in the IPO. |
● | “ Public
Shares ” means the Cayson Ordinary Shares sold as part of the Public Units in the
IPO. |
● | “ Public
Shareholders ” means holders of the Public Shares. |
● | “ Public
Units ” means the Cayson Units sold in the IPO. |
● | “ record date ”
means [●], 2026. |
● | “ Registration Rights Agreement ”
means the agreement to be entered into at or prior to the Closing by and among Mango, the
Sponsors, EBC and certain of the Mango shareholders, pursuant to which the Sponsors, EBC
and such Mango shareholders will have customary registration rights, including three sets
of demand rights and piggy-back rights, with respect to the Mango Ordinary Shares
held by such parties following the consummation of the Business Combination. |
● | “ Restructuring ”
means the restructuring, whereby after approval of the SFC, Mango will directly own 100%
of the issued equity securities of North Water, which in turn owns all of the equity interests
of Mango Financial. |
● | “ SEC ”
means the Securities and Exchange Commission. |
● | “ Securities
Act ” means the Securities Act of 1933, as amended. |
● | “ SFC ” or “ HKSFC ” means
Securities and Futures Commission of Hong Kong. |
● | “ Sponsors ”
means Yawei Cao, Cayson’s Chairman and Chief Executive Officer, and Cayson Holding. |
| | |
| ● | “ Takeovers
Code ” means the Code on Takeovers and Mergers issued by the SFC.
|
● | “ trust
account ” means the trust account established at the consummation of Cayson’s
Initial Public Offering. |
18 |
|
TRADEMARKS
This proxy statement/prospectus
also contains trademarks, service marks, copyrights and trade names of other companies, which are the property of their respective owners.
We do not intend our use or display of other companies’ trademarks, copyrights or trade names to imply a relationship with, or
endorsement or sponsorship of us by, any other companies. Solely for convenience, Mango’s and Cayson’s trademarks and trade
names referred to in this proxy statement/prospectus may appear without the ® or ™ symbols, but such references are not intended
to indicate, in any way, that Mango and Cayson will not assert, to the fullest extent under applicable law, their respective rights or
the right of the applicable licensor to these trademarks and trade names.
MARKET AND INDUSTRY DATA
This proxy statement/prospectus
includes industry position and industry data and forecasts that Mango and Cayson obtained or derived from internal company reports, independent
third-party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company
analyses or review of internal company reports as well as the independent sources referred to above.
Statements as to industry position
are based on market data currently available. While neither Mango nor Cayson are aware of any misstatements regarding the industry data
presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those
discussed under the heading “ Risk Factors ” in this proxy statement/prospectus.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement/prospectus
contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange
Act. These forward-looking statements include, among other things, statements about the parties’ ability to close the Business
Combination, the timing of the Closing, the anticipated benefits of the Business Combination, the financial conditions, results of operations,
earnings outlook and prospects of Mango, Cayson and New Mango and the period following the consummation of the Business Combination.
In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including
any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,”
“believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,”
“forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,”
“potential,” “predict,” “should,” “would,” “will,” “seek,” “target,”
and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.
The forward-looking statements
are based on information available as of the date of this proxy statement/prospectus and on the current expectations, forecasts, assumptions
and judgments of the management of Mango and Cayson and involve a number of risks and uncertainties. These forward-looking statements
are inherently subject to changes in circumstances and their potential effects and speak only as of the date of such statements. There
can be no assurance that future developments will be those that have been anticipated. The risks and uncertainties that may cause actual
results or performance to be materially different from those expressed, contemplated or implied by these forward-looking statements include,
but are not limited to, those factors described in “ Risk Factors ,” those discussed and identified in public filings
made with the SEC by Cayson, and the following:
● | the
occurrence of any event, change or other circumstances that could give rise to the termination
of the Business Combination Agreement; |
● | the
inability to consummate the Business Combination, including due to any failure to obtain
approval of the Cayson Shareholders or Mango shareholders or other conditions to the Closing
in the Business Combination Agreement; |
● | delays
in obtaining, or the inability to obtain, any necessary regulatory approvals required to
complete the Business Combination; |
● | the inability to obtain, or maintain,
the listing of the Mango Ordinary Shares on an Approved Stock Exchange following the
Business Combination; |
● | costs
related to the Business Combination; |
● | changes
in applicable laws or regulations; and |
● | the
possibility that Mango or Cayson may be adversely affected by other economic, business, and/or
competitive factors. |
Should one or more of these
risks or uncertainties materialize, or should any of the expectations, forecasts, assumptions or judgments made by the management of
Mango or Cayson otherwise prove incorrect, actual results may vary in material respects from those projected in or contemplated by these
forward-looking statements.
All subsequent
written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus
and attributable to Mango or Cayson or any person acting on their behalf are expressly qualified in their entirety by the cautionary
statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation,
neither Mango nor Cayson undertakes any obligation to update these forward-looking statements to reflect events or circumstances after
the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.
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QUESTIONS AND ANSWERS ABOUT THE CAYSON SHAREHOLDER
PROPOSALS
The
questions and answers below highlight only selected information from this proxy statement/prospectus and only briefly address some commonly
asked questions about the proposals to be presented at the Meeting, including with respect to the Business Combination. The following
questions and answers do not include all the information that is important to the Cayson shareholders. Cayson urges the Cayson shareholders
to read this proxy statement/prospectus, including the annexes and the other documents referred to herein, carefully and in their entirety
to fully understand the Business Combination and the voting procedures for the Meeting.
Q:
Why am I receiving this proxy statement/prospectus?
A:
You are receiving these materials because you were a shareholder of record or a beneficial holder of Cayson on the record date. Cayson
and Mango have agreed to undertake the Business Combination through a series of transactions to be completed in accordance with the terms
and conditions of the Business Combination Agreement and the other Transaction Documents (as defined in the Business Combination Agreement).
A copy of the Business Combination Agreement is attached as Annex A . Cayson shareholders are being asked to consider and
vote upon a proposal to approve the Business Combination, along with a number of other proposals. See the section entitled “ Summary
of the Proxy Statement/Prospectus ” for more detail.
THE
VOTE OF CAYSON SHAREHOLDERS IS IMPORTANT. CAYSON SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS
PROXY STATEMENT/ PROSPECTUS IN ITS ENTIRETY, INCLUDING THE ANNEXES.
Q:
What proposals are shareholders of Cayson being asked to vote upon?
A: At the Meeting, Cayson is
asking holders of Cayson Ordinary Shares to consider and vote upon the following proposals:
● | Proposal
No. 1 — The Business Combination Proposal — as an ordinary
resolution, a proposal to approve in all respects (i) the Business Combination Agreement,
(ii) the other Transaction Documents (as defined in the Business Combination Agreement),
and (iii) the completion of the transactions contemplated by the Business Combination Agreement
and such Transaction Documents, in accordance with the terms and subject to the conditions
set forth in the Business Combination Agreement and such Transaction Documents (the “ Business
Combination Proposal ”); |
● | Proposal
No. 2 — The Merger Proposal — as a special resolution,
a proposal to adopt and approve in all respects the plan of merger to be filed with the Registrar
of Companies of the Cayman Islands (the “ Plan of Merger ”), a copy of which
is attached to the proxy statement/prospectus as Annex B , and the transactions contemplated
thereunder, including, without limitation that Merger Sub shall merge with and into Cayson
with Cayson being the surviving company (the “ Merger ”) (the “ Merger
Proposal ”); |
● | Proposal
No. 3 — The Nasdaq Proposal — as an ordinary resolution,
a proposal to approve in all respects, for the purposes of complying with the applicable
provisions of Nasdaq Rule 5635, the Business Combination which will result in a change of
control of Cayson and the issuance of the Cayson Ordinary Shares in connection with the PIPE
Financing (the “ Nasdaq Proposal ”); |
● | Proposal
No. 4 — The Non-Binding Governance Proposals — as an
ordinary resolution, a proposal to approve, on a non-binding advisory basis, certain material
differences between Cayson’s M&A and New Mango’s M&A, presented separately
in accordance with SEC requirements (collectively, the “ Non-Binding Governance Proposals ”);
and |
● | Proposal
No. 5 — The Adjournment Proposal — as an ordinary resolution,
a proposal to approve the adjournment of the extraordinary general meeting to a later date
or dates, if it is determined by the officer presiding over the extraordinary general meeting
that more time is necessary for Cayson to consummate the Merger and the other transactions
contemplated by the Business Combination Agreement (the “ Adjournment Proposal ”). |
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See “ Proposal No. 1: The
Business Combination Proposal ,” “ Proposal No. 2: The Merger Proposal ,” “ Proposal No. 3: The NTA
Proposal ,” “ Proposal No. 4: The Nasdaq Proposal ,” “ Proposal No. 5: The Non-Binding Governance Proposals ”
and “ Proposal No. 6: The Adjournment Proposal .”
Cayson will hold the Meeting
to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination
and the other matters to be acted upon at the Meeting. The Cayson shareholders should read it carefully.
After careful consideration,
the Cayson Board has determined that the Business Combination Proposal, the Merger Proposal, the Nasdaq Proposal, the Non-Binding Governance
Proposals and the Adjournment Proposal are in the best interests of Cayson and its shareholders and unanimously recommends that you vote
or give instruction to vote “FOR” each of those proposals. If Cayson shareholders do not approve each of the Condition
Precedent Proposals, then the Business Combination Agreement may be terminated and the Business Combination may not be consummated.
The existence of financial and
personal interests of one or more of Cayson’s directors may result in a conflict of interest on the part of such directors between
what he, she or they may believe is in the best interests of Cayson and its shareholders and what he, she or they may believe is best
for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Cayson’s
officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled
“ Proposal No. 1: The Business Combination Proposal — Conflicts of Interest of the Sponsors and Cayson’s
Officers and Directors ” for a further discussion of these considerations.
Q:
Why is Cayson proposing the Business Combination?
A: Cayson was incorporated to
effect a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination, with one or more
businesses or entities.
Based on Cayson’s due
diligence investigations of Mango, the management of Mango and the industry in which it operates, including the financial and other information
provided by Mango in the course of these due diligence investigations, the Cayson Board believes that the business combination with Mango
is in the best interests of Cayson and its shareholders and presents an opportunity to increase shareholder value. However, there can
be no assurance of this. Although the Cayson Board believes that the business combination with Mango presents an attractive business
combination opportunity and is in the best interests of Cayson and its shareholders, the Cayson Board did consider certain potentially
material negative factors in arriving at that conclusion, including, among others, the potential inability of Mango to achieve its business
plan, the risk that a significant number of Public Shareholders elect to redeem their Public Shares, the impact of the review of the
Business Combination by regulatory agencies, such as the SFC, the risk that the conditions to closing may not be satisfied and the risk
that the potential benefits of the Business Combination may not be achieved. The Cayson Board also considered certain key business risks,
including the regulatory risks associated with Mango’s operations in Hong Kong, Mango’s limited public company experience,
client concentration and revenue volatility, uncertainty regarding the PIPE Financing, and the potential impact of high redemption levels
on dilution and satisfaction of the minimum net tangible asset requirement. For additional information, see the section entitled “ Proposal
No. 1: The Business Combination Proposal — Recommendation of the Cayson Board and Reasons for the Business
Combination ,” as well as the risks described in the section entitled “ Risk Factors .”
Under Cayson’s M&A
and the Cayman Companies Act, Cayson is required to obtain the approval of the Cayson shareholders in order to complete the Business
Combination.
Q:
How will the Business Combination be accomplished?
A:
In accordance with the Business Combination Agreement, the Business Combination will be accomplished by way of the following transaction
steps:
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|
● | Prior
to the Closing, Mango and North Water will undergo the Restructuring, whereby after approval
of the SFC, Mango will directly own 100% of the issued equity securities of North Water,
which in turn owns all of the equity interests of Mango Financial. |
● | Mango
and Cayson have agreed to use their reasonable best efforts to enter into definitive agreements
for the sale of at least $5,000,000 of equity securities of Cayson in the PIPE Financing
to be consummated immediately prior to the Closing. |
● | At the Closing, Merger Sub will merge
with and into Cayson, with Cayson continuing as the surviving entity and becoming a wholly
owned subsidiary of Mango. At the Effective Time, each outstanding Cayson Ordinary Share,
other than shares owned by Cayson and dissenting shares, will be automatically converted
into one Mango Ordinary Share. Immediately prior to the Effective Time, each of the
Cayson Units will automatically separate into one Cayson Ordinary Share and one Cayson Rights,
and each of the Cayson Rights will automatically convert into 1/10 of a Cayson Ordinary Share.
All of the Cayson Ordinary Shares included in the Cayson Units and issued in respect of the
Cayson Rights will be automatically converted into Mango Ordinary Shares as described
above in this paragraph. |
● | At the Closing, of the Mango Ordinary
Shares held by the Mango shareholders immediately prior to the Closing, 4,000,000 Indemnification
Shares will be deposited into escrow, to be held for two years after the Closing Date as
security for certain indemnification obligations of Mango. |
● | After the Closing, the Mango shareholders
will have the right to receive additional contingent consideration of up to 20,000,000
Earnout Shares upon the achievement of certain net income targets for fiscal years 2025 and
2026. |
As a result of the Business
Combination, Cayson will become a wholly owned subsidiary of Mango, the security holders of Cayson immediately prior to the Effective
Time will become security holders of Mango, and Mango will become a public holding company conducting the business of Mango Financial.
The Business Combination values
Mango at $140,000,000, based on 14,000,000 Mango Ordinary Shares to be outstanding immediately prior to the Business Combination
and an assumed value of $10.00 per Mango Ordinary Share.
Q:
What will the Cayson shareholders receive in exchange for their Cayson Securities?
A: As described above, at the
Effective Time of the Merger, each outstanding Cayson Ordinary Share, other than shares owned by Cayson in treasury and dissenting shares,
including the Cayson Ordinary Shares that are components of the Cayson Units and that are issuable in respect of the Cayson Rights, will
be canceled and automatically converted into one Mango Ordinary Share.
Many of the principal attributes
of Cayson Ordinary Shares and Mango Ordinary Shares will be similar. However, there are material differences between Cayson’s
M&A and New Mango’s M&A, as such will be in effect from and after the consummation of the Business Combination.
For further details, see “ Proposal
No. 1: The Business Combination Proposal — Business Combination Agreement — Business Combination Consideration ”
and “ Comparison of Shareholders’ Rights .”
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Q:
Will the Mango shares be listed on a national securities exchange upon Closing?
A:
Mango will apply to list the Mango Ordinary Shares on an Approved Stock Exchange, which means any national securities exchange
mutually agreed upon by Mango and Cayson. Possible exchanges where Mango could be listed upon Closing include Nasdaq, the New York
Stock Exchange and the NYSE American. It is a condition to the consummation of the Business Combination that the Mango Ordinary
Shares have been approved to be listed by an Approved Stock Exchange, subject only to official notice of issuance thereof. There can
be no assurance that the Mango Ordinary Shares will receive this listing approval. If the Mango Ordinary Shares are not approved to
be listed on an Approved Stock Exchange, then the Business Combination will not be consummated unless the parties waive that
condition to the closing of the Business Combination. Mango and Cayson do not intend to recirculate this proxy
statement/prospectus or resolicit the vote thereunder if the closing condition that the Mango Ordinary Shares be approved for
listing on an Approved Stock Exchange is waived prior to the Meeting. Accordingly, Cayson’s stockholders may not
have certainty as to whether the Mango Ordinary Shares will be listed an Approved Stock Exchange following the Business Combination
at the time they vote on the Business Combination Proposal or decide whether to redeem their Public Shares in connection with the
Business Combination Proposal.
Cayson’s
securities are currently listed on Nasdaq. However, Cayson and Mango amended the Business Combination Agreement to broaden the
potential exchanges where the Mango Ordinary Shares could be listed on Closing. The parties believe that this flexibility will
improve the chances of meeting the listing condition and help reduce the time to Closing without impacting the liquidity of the
Mango Ordinary Shares following the Closing.
There
are no material incremental costs or additional time involved in listing on an Approved Stock Exchange other than Nasdaq, where
Cayson’s securities are currently listed. Each Approved Stock Exchange will require the combined company to pay an
application fee, submit historical and pro forma financial information, provide all its SEC filings, and respond to requests for
additional information relating to the transaction and the parties thereto, including but not limited to board composition, expected
closing date, expected trading date, redemption information, and evidence that the combined company is likely to meet the
exchange’s initial listing requirements. For each Approved Stock Exchange, the process typically takes several weeks to
be completed.
Q:
What are the material U.S. federal income tax consequences to Cayson shareholders resulting from the Business Combination?
A: It is intended that the Business
Combination qualify as a “reorganization” within the meaning of Section 368(a) of the Code, with respect to U.S. Holders
of Cayson Ordinary Shares. However, there are significant factual and legal uncertainties as to whether the Business Combination will
qualify as a reorganization within the meaning of Section 368(a) of the Code. If any requirement for Section 368(a) of the
Code is not met, then a U.S. Holder of Cayson Ordinary Shares would generally recognize gain or loss in an amount equal to the difference,
if any, between the fair value of Mango Ordinary Shares received in the Business Combination, over such U.S. Holder’s aggregate
tax basis in the corresponding Cayson Ordinary Shares surrendered by such U.S. Holder in the Business Combination. Even if the Business
Combination otherwise qualifies as a “reorganization” within the meaning of Section 368(a) of the Code, U.S. Holders
may be required to recognize gain (but not loss) on account of the application of the Passive Foreign Investment Company (“ PFIC ”)
rules. For more detail, see below under “ Proposal No. 1: The Business Combination Proposal — Material
U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Considerations of the Business Combination .”
U.S. Holders of Cayson Securities
should consult their tax advisors to determine the tax consequences if the Business Combination does not qualify as a “reorganization”
within the meaning of Section 368(a) of the Code and for the application of the PFIC rules to their specific situation in connection
with the Business Combination.
Q:
Do Cayson and Mango expect to obtain new financing in connection with the Business Combination?
A: Yes. Mango and Cayson have
agreed to use their reasonable best efforts to enter into definitive agreements for the sale of at least $5,000,000 of equity securities
of Cayson in the PIPE Financing to be consummated immediately prior to the Closing. The PIPE Financing is a condition to closing the
Business Combination. As of the date of this proxy statement/prospectus, Mango has entered into definitive agreements with Truly Sincere
International Limited and Truly Interstellar International Limited for the sale of $3,000,000 of its ordinary shares in the PIPE
Financing. Neither PIPE Investor is a related party with respect to Mango or Cayson. Each PIPE Investor also entered into a customary
registration rights agreement with Mango. Mango and Cayson will continue to use their reasonable best efforts to secure additional investors
for the PIPE Financing. However, there are currently no additional commitments for such PIPE Financing and as a result, there can be
no assurance that any additional financing will be obtained. If the parties are unable to raise the remaining amount for the PIPE Financings
and the condition in the Business Combination Agreement is not waived, the parties may not be able to consummate the Business Combination.
Q:
Do I have redemption rights?
A: If you are a holder of Public
Shares, you have the right to request that we redeem all or a portion of your Public Shares for cash, provided that you follow the procedures
and deadlines described elsewhere in this proxy statement/prospectus. Public Shareholders may elect to redeem all or a portion of
the Public Shares held by them regardless of whether they vote for or against the Business Combination Proposal and the Merger Proposal
or if they do not vote on such proposals at all. If you wish to exercise your redemption rights, please see the answer to the question:
“ How do I exercise my redemption rights? ”
Notwithstanding the foregoing,
a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is
acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Cayson Ordinary
Shares, will not, without Cayson’s prior consent, redeem its Public Shares with respect to more than an aggregate of 15% of the
Public Shares included in the Cayson Units sold in Cayson’s IPO. Accordingly, if a Public Shareholder, alone or acting in concert
or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed
for cash or at all.
If you exercise your redemption
rights, such exercise will not result in the loss of any Cayson Rights that you may hold. Upon the Closing, each of your Cayson Rights
will convert into 1/10 of one Cayson Ordinary Share regardless of whether you have chosen to redeem their Public Shares (which, in turn,
will be automatically converted Mango Ordinary Shares upon the Effective Time of the Merger). However, with fewer Public Shares and potentially
fewer Public Shareholders, Mango may not meet the listing standards for an Approved Stock Exchange.
The Sponsors and the other Insiders
have waived their redemption rights in connection with the consummation of the Business Combination, with respect to any Cayson Ordinary
Shares held by them. EBC also has waived its redemptions rights in connection with the consummation of the Business Combination, with
respect to the EBC Founder Shares. No person was paid any consideration in exchange for these waivers. For the avoidance of doubt, the
Founder Shares, EBC Founder Shares and Private Shares will be excluded from the pro rata calculation used to determine the per-share
redemption price.
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Q:
How do I exercise my redemption rights?
A: If you are a Public Shareholder
and wish to exercise your right to redeem your Public Shares for cash, you must:
● | submit
a written request to Continental, Cayson’s transfer agent, in which you (a) request
that Cayson redeem all or a portion of your Cayson Ordinary Shares for cash, and (b) identify
yourself as the beneficial holder of the Cayson Ordinary Shares and provide your legal name,
phone number and address; and |
● | deliver
your Public Shares to Continental physically or electronically through The Depository Trust
Company (“ DTC ”). |
You must complete the procedures
for electing to redeem your Public Shares in the manner described above prior to 5:00 p.m., Eastern Time, on [●] (two business
days before the Meeting) in order for your shares to be redeemed. You may elect to redeem your Public Shares whether they vote “for”
or “against” or do not vote at all on the Business Combination Proposal or the other proposals to be voted upon at the Meeting.
If you hold Cayson Ordinary
Shares through Cayson Units, you must elect to separate your Cayson Units into the underlying Cayson Ordinary Shares and Cayson Rights
prior to exercising your redemption rights with respect to the Public Shares. If you hold your Cayson Units in an account at a brokerage
firm or bank, you must notify your broker or bank that you elect to separate the Cayson Units into the underlying Cayson Ordinary Shares
and Cayson Rights, or if you hold Cayson Units registered in your own name, you must contact Continental, Cayson’s transfer agent,
directly and instruct it to do so. The contact information for Continental is listed under the question “ Who can help answer
my questions? ” below.
If the Business Combination
is not consummated, your Public Shares will be returned to you or your broker or bank, as applicable. If the Business Combination is
consummated, and if you properly exercise your right to redeem all or a portion of the Public Shares that you hold and timely deliver
your shares to Continental, Cayson will redeem such Public Shares for a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, calculated as of two business days prior to the consummation of the Business Combination. For
illustrative purposes, as of [__], 2026, after taking into account expected redemptions in connection with the Extension Amendment,
this would have amounted to approximately $[__] per issued and outstanding Public Share. However, the proceeds deposited in the trust
account could become subject to the claims of Cayson’s creditors, if any, which could have priority over your claim as a Public
Shareholder, regardless of whether you vote or, if you do vote, irrespective of if you vote for or against the Business Combination Proposal.
Therefore, the per share distribution from the trust account in such a situation may be less than originally expected due to such claims.
Whether you vote, and if you do vote, irrespective of how you vote on any proposal, including the Business Combination Proposal, will
have no impact on the amount you will receive upon exercise of your redemption rights. It is expected that the funds to be distributed
to you if you elect to redeem your Public Shares will be distributed promptly after the consummation of the Business Combination.
If you submit a redemption request
to Continental, and later decide prior to the Meeting not to elect redemption, you may request to withdraw the redemption request. You
may make such a withdrawal request by contacting Continental.
Any corrected or changed written
exercise of redemption rights must be received by Continental prior to the vote taken on the Business Combination Proposal at the Meeting.
Your request for redemption will not be honored unless your Public Shares have been delivered (either physically or electronically) to
Continental, at least two business days prior to the vote at the Meeting.
Q:
If I am a holder of Cayson Units, can I exercise redemption rights with respect to my Cayson Units?
A: No. Although you have redemption
rights with respect to the Cayson Ordinary Shares included in the Cayson Units, you have no redemption rights with respect to the Public
Units themselves. You must elect to separate your Cayson Units into the underlying Cayson Ordinary Shares and Cayson Rights prior to
exercising your redemption rights with respect to the Public Shares. If you hold your Cayson Units in an account at a brokerage firm
or bank, you must notify your broker or bank that you elect to separate the Cayson Units into the underlying Cayson Ordinary Shares and
Cayson Rights, or if you hold Cayson Units registered in your own name, you must contact Continental, Cayson’s transfer agent,
directly and instruct it to do so. You must cause your Cayson Ordinary Shares to be separated and delivered to Continental by 5:00 p.m.,
Eastern Time, on [●] (two business days before the Meeting) in order to exercise your redemption rights with respect to your
Cayson Ordinary Shares.
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Q:
Will how I vote affect my ability to exercise redemption rights?
A: No. You may exercise your
redemption rights whether you vote your Cayson Ordinary Shares for or against or do not vote at all on the Business Combination Proposal
or the other proposals to be voted upon at the Meeting. As a result, the Business Combination can be approved by shareholders who will
redeem their shares and no longer remain shareholders.
Q:
What are the material U.S. federal income tax consequences of exercising my redemption rights?
A: A U.S. Holder (as defined
in “ Proposal No. 1: The Business Combination Proposal —Material Federal U.S. Income Tax Consequences ”) who exercises
its redemption rights will receive cash in exchange for the Cayson Ordinary Shares, and either will be considered for U.S. federal income
tax purposes to have made a sale or exchange of the tendered shares, or will be considered for U.S. federal income tax purposes to have
received a distribution with respect to such shares that may be treated as: (i) dividend income, (ii) a nontaxable recovery
of basis in their investment in the tendered shares, or (iii) gain (but not loss) as if the shares with respect to which the distribution
was made had been sold. For additional information, see the section entitled “ Proposal No. 1: The Business Combination Proposal
—Material Federal U.S. Income Tax Consequences — U.S. Holders Exercising Redemption Rights with Respect to Cayson Ordinary
Shares .”
You should consult with your
own tax advisor with respect to the U.S. federal income tax consequences of exercising your redemption rights.
Q:
How has the announcement of the Business Combination affected the trading price of the Cayson Ordinary Shares?
A: On July 10, 2025, the last
trading day before announcement of the execution of the Business Combination Agreement, the reported closing prices on Nasdaq of the
Cayson Ordinary Shares, Cayson Units, and Cayson Rights were $10.32, $10.3738 and $0.14, respectively. On [__], 2026, the reported
closing prices on Nasdaq of the Cayson Ordinary Shares, Cayson Units and Cayson Rights were $[__], $[__] and $[__], respectively.
Q:
What equity stake will Public Shareholders who elect not to redeem their Public Shares hold in New Mango immediately after the completion
of the Business Combination?
A: Immediately after completion
of the Business Combination, the former Public Shareholders will own a significantly smaller percentage of New Mango than they currently
own of Cayson. In addition, because the Public Shareholders may vote in favor of the Business Combination and exercise their redemption
rights, the Business Combination may be consummated even though there is a substantial reduction in Public Shares.
The tables below show the anticipated
ownership of New Mango upon completion of the Business Combination, along with other potential sources of dilution. The tables show the
potential impact of redemptions on the share ownership by non-redeeming shareholders in (i) a no redemption scenario, (ii) 25% redemption
scenario, (iii) 75% redemption scenario, and (iv) maximum redemption scenario, after giving effect to the 2,541,908 Public Shares
that were redeemed in connection with the extraordinary general meeting held by Cayson in March 2026. The levels of ownership presented
in the tables below assume that the 20,000,000 Earnout Shares have been issued and that an aggregate of $3 million has been raised
in the PIPE Financing, which is the amount committed to as of the date of this proxy statement/prospectus. The information
in the tables below has been rounded to the nearest whole number or the nearest decimal. Therefore, the sum of the numbers in a column
may not conform exactly to the total figure given for that column in the below table. In addition, certain percentages presented in the
tables below reflect calculations based upon the underlying information prior to rounding and, accordingly, may not conform exactly to
the percentages that would be derived if the relevant calculations were based upon the rounded numbers or may not sum due to rounding.
| |
Assuming
No Redemption (1) | | |
Assuming
25% Redemption (2) | | |
Assuming
75% Redemption (3) | | |
Assuming
Maximum Redemption (4) | |
Shareholders | |
Ownership
in Shares | | |
Equity
% | | |
Ownership
in Shares | | |
Equity
% | | |
Ownership
in Shares | | |
Equity
% | | |
Ownership
in Shares | | |
Equity
% | |
Public Shareholders (5) | |
| 4,058,092 | | |
| 10.1 | % | |
| 3,193,569 | | |
| 8.1 | % | |
| 1,464,523 | | |
| 3.9 | % | |
| 600,000 | | |
| 1.6 | % |
Sponsors and Affiliates (6) | |
| 1,753,000 | | |
| 4.4 | % | |
| 1,753,000 | | |
| 4.4 | % | |
| 1,753,000 | | |
| 4.6 | % | |
| 1,753,000 | | |
| 4.8 | % |
EBC | |
| 100,000 | | |
| 0.2 | % | |
| 100,000 | | |
| 0.3 | % | |
| 100,000 | | |
| 0.3 | % | |
| 100,000 | | |
| 0.3 | % |
Mango Shareholders | |
| 34,000,000 | | |
| 84.6 | % | |
| 34,000,000 | | |
| 86.4 | % | |
| 34,000,000 | | |
| 90.4 | % | |
| 34,000,000 | | |
| 92.5 | % |
PIPE Investors (7) | |
| 300,000 | | |
| 0.7 | % | |
| 300,000 | | |
| 0.8 | % | |
| 300,000 | | |
| 0.8 | % | |
| 300,000 | | |
| 0.8 | % |
Total Shares Outstanding | |
| 40,211,092 | | |
| 100.0 | % | |
| 39,346,569 | | |
| 100.0 | % | |
| 37,617,523 | | |
| 100.0 | % | |
| 36,753,000 | | |
| 100.0 | % |
(1) | This scenario assumes that no Public
Shares are redeemed by Public Shareholders. |
25 |
|
(2) | This scenario assumes that 864,523
Public Shares are redeemed by Public Shareholders. |
(3) | This scenario assumes that 2,593,569
Public Shares are redeemed by Public Shareholders. |
(4) | This scenario assumes that 3,458,092
Public Shares are redeemed by Public Shareholders. |
(5) | Includes an aggregate of 600,000 Ordinary
Shares to be issued upon conversion of the outstanding Rights upon consummation of the Business
Combination. |
(6) | Includes an aggregate of 23,000 Ordinary
Shares to be issued upon conversion of the Private Rights upon consummation of the Business
Combination. |
| | |
| (7) | Represents shares to be issued on closing of the Business Combination from
the portion of the PIPE Financing that has been committed as of the date of this proxy statement/prospectus. To the extent that Mango and Cayson are able to raise additional funds
in the PIPE Financing, up to an additional 200,000 ordinary shares could be issued. |
The former Public Shareholders
who do not redeem their Public Shares may experience dilution from several additional sources to varying degrees after the Business Combination.
Following the Closing, New Mango may determine, subject to the receipt of any necessary approvals that may be required, to issue more
Mango Ordinary Shares or other equity securities of equal or senior rank in connection with privately negotiated transactions
following the consummation of the Business Combination. The issuance of Mango Ordinary Shares (or other equity securities of equal
or senior rank) could have the following effects for Public Shareholders who elect not to redeem their shares:
● | your
proportionate ownership interest in New Mango following the Closing will further decrease; |
● | the relative voting strength of the
Mango Ordinary Shares held by the Public Shareholders following the Business Combination
will be further diminished; and/or |
● | the market price of the Mango Ordinary
Shares may decline. |
Q:
What are the possible sources and extent of dilution that Public Shareholders who elect not to redeem their Public Shares will experience
in connection with the Business Combination?
A: The following table presents
the net tangible book value per share at various redemption levels assuming various sources of material probable dilution (but excluding
the effects of the Business Combination transaction itself), after giving effect to the 2,541,908 Public Shares that were redeemed
in connection with the extraordinary general meeting held by Cayson in March 2026.
| |
No Redemptions (1) | | |
25% Redemptions (2) | | |
75% Redemptions (3) | | |
Maximum Redemptions (4) | |
Net tangible book value at December
31, 2025 (5) | |
$ | 61,230,582 | | |
$ | 61,230,582 | | |
$ | 61,230,582 | | |
$ | 61,230,582 | |
Decrease in net tangible book value for transaction expenses | |
| 2,478,749 | | |
| 2,478,749 | | |
| 2,478,749 | | |
| 2,478,749 | |
Decrease in net tangible book value for redemption by Public Shareholders | |
| - | | |
| 9,365,362 | | |
| 28,096,293 | | |
| 37,461,724 | |
As adjusted net tangible book value at December 31, 2025 | |
$ | 58,751,833 | | |
$ | 49,386,471 | | |
$ | 30,655,540 | | |
$ | 21,290,109 | |
| |
| | | |
| | | |
| | | |
| | |
Issued and outstanding shares of Sponsors and affiliates (6) | |
| 1,730,000 | | |
| 1,730,000 | | |
| 1,730,000 | | |
| 1,730,000 | |
Issued and outstanding shares of Public Shareholders | |
| 3,458,092 | | |
| 2,593,569 | | |
| 864,523 | | |
| - | |
EBC (6) | |
| 100,000 | | |
| 100,000 | | |
| 100,000 | | |
| 100,000 | |
Issuance of shares for conversion of rights (7) | |
| 623,000 | | |
| 623,000 | | |
| 623,000 | | |
| 623,000 | |
Issuance of Earnout Shares (8) | |
| 20,000,000 | | |
| 20,000,000 | | |
| 20,000,000 | | |
| 20,000,000 | |
PIPE Investors (10) | |
| 300,000 | | |
| 300,000 | | |
| 300,000 | | |
| 300,000 | |
As adjusted issued and outstanding shares as of December 31, 2025 | |
| 26,211,092 | | |
| 25,346,569 | | |
| 23,617,523 | | |
| 22,753,000 | |
| |
| | | |
| | | |
| | | |
| | |
Initial offering price per share | |
$ | 10.00 | | |
$ | 10.00 | | |
$ | 10.00 | | |
$ | 10.00 | |
Net tangible book value per share as adjusted | |
$ | 2.24 | | |
$ | 1.95 | | |
$ | 1.30 | | |
$ | 0.94 | |
Dilution to Public Shareholders | |
$ | (7.76 | ) | |
$ | (8.05 | ) | |
$ | (8.70 | ) | |
$ | (9.06 | ) |
Equalizing company value (9) | |
$ | 262,110,920 | | |
$ | 253,465,690 | | |
$ | 236,175,230 | | |
$ | 227,530,000 | |
(1) | Assumes no additional Public Shares are redeemed by Public Shareholders. |
(2) | Assumes that 864,523
Public Shares are redeemed for an aggregate payment of approximately $9.4 million
(based on the per-share redemption price of approximately
$10.83 in the March 2026 redemption) from the trust account.
|
(3) | Assumes that 2,593,569
Public Shares are redeemed for an aggregate payment of approximately $28.1 million
(based on the per-share redemption price of approximately
$10.83 in the March 2026 redemption) from the trust account.
|
(4) | Assumes that 3,458,092
Public Shares are redeemed for an aggregate payment of approximately $37.5 million
(based on the per-share redemption price of approximately
$10.83 in the March 2026 redemption) from the trust account.
|
(5) | The net tangible book
value at December 31, 2025 was calculated as Cayson’s total assets of $64,639,912
minus total liabilities of $3,409,330.
|
(6) | Includes 1,500,000 Founder Shares and 230,000
PIPE shares retained by the Sponsor, and 100,000 EBC Founder Shares. |
(7) | Includes 6,000,000 Public Rights and 230,000
Private Rights. Each right will convert upon Closing into 1/10 of a Cayson Ordinary Shares,
which will automatically be converted into 1/10 of a Mango Ordinary Share in the
Merger. No fractional shares will be issued. |
(8) | Includes 20,000,000 Earnout Shares,
given effect as if issued by Cayson concurrently with the Business Combination. |
(9) | Represents the price for each redemption scenario at which the potential
dilution from the Business Combination and related transactions results in the amount of
non-redeeming shareholders’ interest per share being at least $10.00 (the initial public
offering price of Public Units). |
| |
(10) | Represents shares to be issued on closing of the Business Combination from the portion of the
PIPE Financing that has been committed as of the date of this proxy statement/prospectus. To the extent that Mango and Cayson are able to raise additional funds
in the PIPE Financing, up to an additional 200,000 ordinary shares could be issued. |
26 |
|
Q:
What happens to the funds deposited in the trust account after consummation of the Business Combination?
A: Following the closing of
Cayson’s IPO, an amount equal to $60,000,000 of the net proceeds from the IPO and the simultaneous private placement of Private
Units was placed in the trust account. As of [__], 2026, funds in the trust account totaled approximately $[__]. Except with respect
to interest earned on the funds held in the trust account that may be released to us to pay our tax obligations and in connection with
certain amendments to Cayson’s M&A, these proceeds will not be released until the earlier of the completion of an initial business
combination and Cayson’s redemption of 100% of the outstanding Public Shares upon its failure to consummate a business combination
within the required time period as provided in Cayson’s M&A or if such date is further extended at a duly called extraordinary
general meeting, such later date).
Upon consummation of the Business
Combination, the funds deposited in the trust account will be released to pay holders of Public Shares who properly exercise their redemption
rights, to pay transaction fees and expenses associated with the Business Combination and for working capital and general corporate purposes
of Mango following the Business Combination.
To extent Public Shareholders
exercise their redemption rights, the working capital infusion from the trust account into Mango’s business will be reduced.
Q:
What is the expected cash from the trust account to be received by New Mango in the Business Combination?
A: Following the consummation
of the Business Combination, New Mango’s future liquidity position will depend on many factors, including but not limited to (i)
the number of Public Shares redeemed in connection with the Business Combination and (ii) the sources of funding available for general
corporate and working capital purposes.
Set forth below is a calculation
of the estimated net cash to be received by New Mango from the trust account in four redemption scenarios: (a) no redemption scenario,
(b) 25% redemption scenario, (c) 75% redemption scenario, and (d) maximum redemption scenario, in each case after giving effect to
the 2,541,908 Public Shares that were redeemed in connection with the extraordinary general meeting held by Cayson in March 2026.
The calculations assume (i) a redemption price of approximately $10.83 per share, based on cash held in the trust account at
the time of redemption in March 2026, and (ii) aggregate transaction expenses of $3 million.
| |
Assuming
No
Redemption (1) | | |
Assuming
25%
Redemption (2) | | |
Assuming
75%
Redemption (3) | | |
Assuming Maximum
Redemption (4) | |
Cayson Ordinary Shares Not Redeemed | |
| 5,911,092 | | |
| 5,046,569 | | |
| 3,317,523 | | |
| 2,453,000 | |
Gross Cash Proceeds of Trust Account at $10.83 per Share | |
$ | 37,461,724 | | |
$ | 28,096,293 | | |
$ | 9,365,431 | | |
$ | - | |
Estimated Transaction Expenses | |
$ | 2,478,749 | | |
$ | 2,478,749 | | |
$ | 2,478,749 | | |
$ | 2,478,749 | |
PIPE Financing (5) | |
| 3,000,000 | | |
| 3,000,000 | | |
| 3,000,000 | | |
| 3,000,000 | |
Net Cash Received by Mango | |
$ | 37,982,975 | | |
$ | 28,617,54 4 | | |
$ | 9,886,68 2 | | |
$ | 521,251 | |
* | Amount is less than zero. |
(1) | This
scenario assumes that no Public Shares are redeemed by Public Shareholders. |
(2) | This
scenario assumes that 864,523 Public Shares are redeemed by Public Shareholders. |
(3) | This
scenario assumes that 2,593,569 Public Shares are redeemed by Public Shareholders. |
(4) | This
scenario assumes that all 3,458,092 Public Shares are redeemed by Public Shareholders. |
| | |
| (5) | Represents shares to be issued on closing of the Business Combination from
the portion of the PIPE Financing that has been committed as of the date of this proxy statement/prospectus. To the extent that Mango and Cayson are able to raise additional funds
in the PIPE Financing, up to an additional 200,000 ordinary shares could be issued. |
27 |
|
Q:
Who will serve on the New Mango Board following the Closing?
A: The Business Combination
Agreement provides that, as of the Closing, the New Mango Board will consist of five directors, three of whom shall be designated by
Mango, and of such three at least one of whom shall meet the independent director requirements under the rules of the Approved Stock
Exchange on which Man
### EX-23.2 - EX-23.2
EX-23.2
2
ex23-2.htm
EX-23.2
Exhibit
23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the inclusion in this Registration
Statement on Form F-4 (Amendment No. 3) of our report dated March 24, 2026, except for Note 9 which is dated May 8, 2026 with
respect to the audited financial statements of Cayson Acquisition Corp as of December 31, 2025 and 2024, and for the year ended December
31, 2025 and for the period from May 27, 2024 (inception) through December 31, 2024.
We also consent to the references to us under
the heading “Experts” in such Registration Statement.
/s/ MaloneBailey, LLP
www.malonebailey.com
Houston, Texas
May 22, 2026
|
### EX-23.3 - EX-23.3
EX-23.3
3
ex23-3.htm
EX-23.3
Exhibit
23.3
CONSENT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
consent to the inclusion in this Registration Statement on Amendment No.3 to Form F-4 of our report dated April 15, 2026, with
respect to the consolidated financial statements of Mango Financial Group Limited and its subsidiaries (the “Company”).
We also consent
to the reference to us under the heading “Experts” in this Registration Statement.
/s/
Assentsure PAC
Singapore
May
22, 2026
|