IPO and Financial Proceeds - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[20]. - An additional 417,180 units were sold under the over-allotment option, generating gross proceeds of $4,171,800[21]. - As of March 31, 2025, the trust account held $9,361,505.81, which is part of the net proceeds from the IPO and private placements[27]. - A total of $54,984,377 of net proceeds from the IPO and private placements were deposited in a trust account for public stockholders[150]. - The company incurred total expenses of $812,577 in underwriting discounts and commissions and $835,549 for other IPO-related costs[153]. Business Combination and Mergers - The company extended its business combination period to May 6, 2025, by depositing $20,000 for each one-month extension[27]. - The company entered into a merger agreement with Bestpath on March 23, 2023, which was later terminated on July 12, 2024, due to a reorganization[39]. - The Mergers imply a current equity value of Huture at $1.0 billion prior to the closing of the Mergers[42]. - Each outstanding PubCo Ordinary Share will have a value at the time of the Closing of $10.00[42]. - Holdco shareholders will receive up to 10,000,000 Earn-out Shares if PubCo's consolidated revenue reaches RMB60,000,000 for the fiscal year ended December 31, 2024, and RMB100,000,000 for the fiscal year ended December 31, 2025[45]. - The company has structured the business combination with Huture to acquire 100% of its equity interests, but may consider alternatives if necessary[71]. Compliance and Regulatory Issues - The company was notified by Nasdaq on February 28, 2024, for not meeting the Minimum Public Holders Rule, requiring a plan for compliance[30]. - On November 20, 2024, the company was notified of failing to maintain a minimum Market Value of Listing Securities of $35 million[35]. - The company received a delisting notification from Nasdaq on March 6, 2025, due to non-compliance with listing rules[173]. - Following the delisting notification, the company opted not to request a review and expects to file a Form 25-NSE to remove its securities from Nasdaq[174]. - The company intends to seek a waiver from Nasdaq regarding its delisting, but there is no assurance that this will be granted[110]. Financial Performance - For the fiscal year ended December 31, 2024, the company reported a net loss of $357,114, primarily due to general and administrative expenses of approximately $881,677[177]. - For the fiscal year ended December 31, 2023, the company achieved a net income of $997,917, with interest earned on investments held in the Trust Account amounting to approximately $1,980,430[178]. - As of December 31, 2024, the company had cash of $7,830 and a working capital deficit of $2,886,242[183]. - The company has recorded an excise tax liability of $546,877 for fiscal year 2024 and $259,438 for fiscal year 2023 due to stock redemptions[161]. Shareholder Actions and Redemption - An aggregate of 2,487,090 shares with a redemption value of approximately $25,943,773 were tendered for redemption during the special meeting on June 28, 2023[26]. - Public stockholders may seek to redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[72]. - If the company liquidates, public stockholders may only receive up to $11.62 per share based on the trust account balance as of March 31, 2025[61]. - Following an annual stockholder meeting on April 30, 2024, an additional 2,124,738 shares were tendered for redemption, valued at $23,176,909 (or approximately $10.91 per share), reducing outstanding public shares to 805,352[120]. Management and Governance - The management team includes CEO Ms. Yi Zhou and CFO Mr. Qingze Zhao, with significant experience in consultancy and corporate strategy, respectively[63]. - The Chief Executive Officer, Yi Zhou, has extensive experience in consultancy and private equity, having co-founded Ease Consulting[214]. - The Chief Financial Officer, Qingze Zhao, has a strong background in asset management and quant-trading[215]. - The independent directors bring diverse expertise in healthcare, education consulting, and auditing to the board[216][217]. Internal Controls and Compliance - The company identified a material weakness in internal controls over financial reporting as of December 31, 2023, related to the classification of investments and deferred underwriting fees[208]. - Management has taken remediation measures and concluded that the material weakness has been remediated as of December 31, 2024[208]. - The company acknowledges that its disclosure controls and procedures cannot prevent all errors and instances of fraud[204]. - Management is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with GAAP[205]. Future Outlook and Challenges - The company is contemplating mergers with Huture, primarily based in mainland China, and does not expect these mergers to result in "control" of a "U.S. business" by a "foreign person" under CFIUS regulations[62]. - The company may face challenges in completing a business combination due to foreign investment regulations and potential CFIUS review, which could limit the pool of potential targets[113][114]. - The company expects to incur significant professional costs to remain publicly traded and may need additional financing to complete its business combination[184]. - If the company cannot complete a business combination by May 6, 2025, it will cease operations and liquidate[185].

Financial Performance - The Company reported a net loss of $257,656 for the three months ended September 30, 2024, compared to a net income of $253,265 for the same period in 2023[124]. - For the nine months ended September 30, 2024, the Company had a net loss of $103,471, contrasting with a net income of $716,172 for the same period in 2023[125]. - As of September 30, 2024, the Company had $109,650 in cash and a working capital deficit of $2,431,129[131]. - The Company incurred general and administrative expenses of $351,448 for the three months ended September 30, 2024[124]. - The Company has no long-term debt or off-balance sheet financing arrangements as of September 30, 2024[135]. Business Combination and Mergers - The company entered into a merger agreement with HUTURE Ltd. and Bestpath, implying a current equity value of Huture at $1.0 billion prior to the closing of the mergers[110]. - The company extended the Business Combination Period to May 6, 2025, with an aggregate of 2,124,738 shares having a redemption value of $23,176,909 (or approximately $10.91 per share) tendered for redemption during the annual meeting on April 30, 2024[116]. - The Company has until December 6, 2024, to consummate a Business Combination, failing which it will face mandatory liquidation[132]. - The underwriters are entitled to a deferred fee of $0.35 per public share, totaling $1,896,013, payable only upon completion of a business combination[138]. - The company plans to utilize cash from its IPO and private placement of Private Units for its initial business combination[101]. Compliance and Regulatory Issues - The company is currently not in compliance with Nasdaq Listing Rule 5550(a)(3) due to having fewer than 300 public holders and has submitted a plan to regain compliance[117]. - The company received notices from Nasdaq for non-compliance with Listing Rule 5250(c)(1) for not timely filing its Form 10-K and Form 10-Q, with deadlines to submit compliance plans set for June 18, 2024, and July 22, 2024, respectively[118][120]. - The Company has received a conditional extension from Nasdaq to maintain its listing, requiring compliance with Nasdaq Listing Rule 5505 by February 24, 2025[122]. Operational Focus and Market Conditions - The company is focusing on operating businesses in the new energy sector for potential mergers and acquisitions[101]. - The company is monitoring the impact of inflation, rising interest rates, and geopolitical events on its financial position and operations[103]. - The company has incurred significant costs in pursuing its acquisition plans, with no assurance of successful completion[102]. Accounting and Internal Controls - The Financial Accounting Standards Board issued ASU 2023-09, requiring public entities to disclose specific categories in the rate reconciliation and additional information for reconciling items exceeding 5% of pretax income or loss[144]. - Management believes that no recently issued accounting standards will materially affect the financial statements[145]. - The company evaluated its disclosure controls and procedures and concluded they were ineffective during the fiscal quarter ended September 30, 2024[147]. - There were no changes in internal control over financial reporting that materially affected the company's internal control during the fiscal quarter ended September 30, 2024[148]. Legal Matters - The company reported no legal proceedings[150]. Shareholder Actions - An aggregate of 2,487,090 shares with a redemption value of approximately $25,943,773 (or $10.43 per share) were tendered for redemption during the special meeting on June 28, 2023[115].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ AQUARON ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) | --- | |------------------------------------| | | | | | Delaware ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ AQUARON ACQUISITION CORP. (Exact Name of Registrant as Specified in Charter) | --- | |------------------------------------| | | | | | Delaware ...

Company Overview - HUTURE Ltd. is a pioneering company in the hydrogen-powered vehicle manufacturing industry in China, founded in 2020 [2] - The company operates a manufacturing facility in Shanghai focused on research and development of hydrogen-powered vehicles [2] - HUTURE aims to expand its R&D and manufacturing capabilities to promote sustainable transportation solutions [2][7] Merger Agreement - HUTURE has entered into a definitive merger agreement with Aquaron Acquisition Corp., which will result in HUTURE being operated under a new holding entity named HUTURE Group Limited [1] - The proposed transaction values HUTURE at an initial equity value of approximately $1 billion [1][4] - The combined company is expected to trade on the Nasdaq Stock Market at a price of $10.00 per share [4] Management Commentary - HUTURE's management expressed excitement about the merger, stating it will accelerate growth, expand market presence, and enhance customer solutions in the hydrogen vehicle market [3] - Aquaron's CEO highlighted HUTURE's leadership in the hydrogen fuel-cell industry in China and its potential to transform the hydrogen energy ecosystem [3] Transaction Details - The transaction is expected to be completed later in the year, subject to shareholder and regulatory approvals [5] - Proceeds from the transaction will be used for working capital and general corporate purposes [4] - Current shareholders of HUTURE will retain a majority of the outstanding shares in the combined company [4]

NEW YORK, June 4, 2024 /PRNewswire/ -- Aquaron Acquisition Corp. (NASDAQ: AQU, the "Company"), a special purpose acquisition company, announced today that Bestpath IoT Technology Ltd. ("Bestpath") has deposited into the Company's trust account (the "Trust Account") an aggregate of $20,000, in order to extend the period of time the Company has to complete a business combination for one additional month, from June 6, 2024 to July 6, 2024. The Company issued a promissory note to Bestpath with a principal amoun ...

IPO and Financial Proceeds - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[14]. - A total of $54,984,377 from the IPO and private placements was deposited into a trust account[15]. - The company recorded an excise tax liability of $259,438 as of December 31, 2023, due to stock redemptions by public stockholders[120]. - The company generated gross proceeds of $50 million from its IPO, selling 5,000,000 Units at $10.00 per Unit[137]. - Private Placement generated gross proceeds of $2,562,500 from the sale of 256,250 Private Units at $10.00 per unit[207]. - Total gross proceeds from the issuance of 417,180 Units at $10.00 per unit amounted to $4,171,800[209]. - An additional 12,515.40 Private Units were sold, generating gross proceeds of $125,154[209]. - Up to $600,000 of loans from insiders may be converted into private units at $10.00 per unit, potentially resulting in 72,000 shares of Common Stock[205]. - The company received $99,846 from the Sponsor to finance transaction costs related to searching for a target business[210]. Business Combination and Merger Details - The company extended its business combination period to June 6, 2024, with stockholders redeeming approximately $25,943,773 worth of shares[20]. - The merger agreement with Bestpath IoT Technology Ltd. implies a current equity value of Bestpath at $1.2 billion prior to closing[27]. - Each outstanding share of the company will be exchanged for one PubCo Ordinary Share valued at $10.00 at the time of closing[28]. - The company plans to issue up to 15 million Earnout Shares to Holdco's shareholders based on revenue targets for fiscal years 2023 and 2024[28]. - The company is actively seeking additional investment through a PIPE Investment as part of its merger strategy[32]. - Bestpath's shareholders representing over 50% of equity interests have entered into a voting and support agreement to favor the transactions contemplated by the Agreement[39]. - The Agreement may be terminated if the Closing has not occurred by January 6, 2024, unless the terminating party has committed a material breach[38]. - If the company does not complete a business combination by June 6, 2024, it will redeem 100% of the outstanding public shares and proceed with liquidation[75]. - The company must ensure that the target business has a fair market value of at least 80% of the trust account balance at the time of the definitive agreement for the initial business combination[61]. - The company is required to acquire a target business with a fair market value equal to at least 80% of the trust account value, which may limit its ability to negotiate favorable terms[91]. Compliance and Regulatory Issues - The company is currently addressing compliance issues with Nasdaq regarding the number of public holders and timely filing of its Form 10-K[23][24]. - The company must comply with the Sarbanes-Oxley Act, which may increase the time and costs necessary to complete any initial business combination due to internal control audits[96]. - The company identified material weaknesses in internal control over financial reporting, particularly in the classification of investments and deferred underwriting fees[156]. - Management concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to identified deficiencies[162]. - The company has taken measures to remediate material weaknesses, but risks remain regarding timely and reliable financial reporting[157]. Management and Governance - The board of directors includes experienced professionals, with diverse backgrounds in finance, management, and consulting[173]. - The company has established an audit, nominating, and compensation committee to oversee governance and compliance[175]. - The Chief Executive Officer, Yi Zhou, has extensive experience in consultancy and private equity, enhancing the company's strategic direction[167]. - The Chief Financial Officer, Qingze Zhao, brings expertise in the Chinese equity market and quant-trading, contributing to financial oversight[168]. - The independent directors possess significant experience in healthcare, education consulting, and business development, providing valuable insights for the company[171][169]. - The Audit Committee held no formal meetings during 2023 due to the lack of underlying business or employees[177]. - The Compensation Committee did not meet during 2023[181]. - The Nominating Committee was not established until the closing of the IPO and therefore held no meetings in 2023[179]. - The company has agreed not to consummate its initial business combination with an entity affiliated with any of its officers, directors, or insiders without independent approval[192]. - All ongoing and future transactions with officers and directors will require prior approval by the Audit Committee and a majority of independent directors[191]. Shareholder and Stockholder Information - Aquaron currently owns 1,578,060 shares of common stock, representing 22.41% of the outstanding shares[44]. - As of December 31, 2023, there were 4,553,150 shares of Common Stock outstanding held by seven stockholders of record[104]. - Insiders have agreed not to redeem any public shares in connection with a stockholder vote, allowing only 137,001 public shares (approximately 2.53%) to approve a proposed business combination[67]. - Public stockholders will have the opportunity to redeem their shares for their pro rata share of the trust account, regardless of their vote on the proposed business combination[69]. - The company will provide at least 10 days' notice for any stockholder meeting to discuss the business combination[71]. - If a business combination is not approved, public stockholders who elected to exercise their redemption rights will not be entitled to redeem their shares[74]. - The company has the flexibility to avoid a stockholder vote and allow stockholders to sell their shares through a tender offer[64]. - The company will issue a press release to announce any intention to extend the time for completing the initial business combination[75]. - The company intends to redeem public shares as soon as reasonably possible, with potential liabilities extending beyond three years for stockholders if the redemption is deemed unlawful[77]. - The company anticipates that if it fails to complete an initial business combination, it will liquidate assets within 10 business days and distribute funds from the trust account, with a per-share distribution potentially less than $10.15 due to creditor claims[82]. - The company has agreed to indemnify its public stockholders, ensuring that the per-share distribution from the trust account will not fall below approximately $10.15, barring claims from third parties who have executed waiver agreements[81]. Financial Performance and Position - For the fiscal year ended December 31, 2023, the Company reported a net income of $997,917, which included interest earned on investments of $1,980,430[136]. - The Company had a working capital deficit of $1,914,142 as of December 31, 2023, with only $339 in cash[140]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2023[144]. - The underwriters are entitled to a deferred fee of $0.35 per public share, totaling $1,896,013, payable only upon completion of a business combination[146]. - The company expects to incur significant professional costs to remain publicly traded and may need additional financing to complete a Business Combination[141]. - The company has not paid any cash dividends to date and does not intend to do so prior to completing an initial business combination[105]. - The company has not encountered any cybersecurity incidents since its IPO and does not consider itself to face significant cybersecurity risks[99]. - The company adopted ASU 2020-06, classifying convertible promissory notes as debt on the balance sheet, with the conversion feature meeting the derivative scope exception[150]. - As of December 31, 2023, the company reported no market or interest rate risk, with IPO proceeds invested in U.S. government treasury obligations with a maturity of 185 days or less[154].

NEW YORK, March 1, 2024 /PRNewswire/ -- Aquaron Acquisition Corp. (NASDAQ: AQU, the "Company"), a special purpose acquisition company, announced today that Bestpath IoT Technology Ltd. ("Bestpath") has deposited into the Company's trust account (the "Trust Account") an aggregate of $70,000, in order to extend the period of time the Company has to complete a business combination for one additional month, from March 6, 2024 to April 6, 2024. The Company issued a promissory note to Bestpath with a principal am ...

Financial Performance - The company reported a net income of $253,265 for the three months ended September 30, 2023, compared to a net loss of $121 for the same period in 2022[117]. - For the nine months ended September 30, 2023, the company had a net income of $716,172, while in the same period of 2022, it reported a net loss of $7,291[118]. IPO and Capital Structure - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[119]. - As of September 30, 2023, the company had $3,835 in cash and a working capital deficit of $886,122[121]. - The company recorded an excise tax liability of $259,438 as of September 30, 2023, due to redemptions by public stockholders[107]. Mergers and Acquisitions - The company entered into a merger agreement with Bestpath IoT Technology Ltd., valuing Bestpath at $1.2 billion prior to the closing of the mergers[110]. - The mergers will result in the issuance of up to 15,000,000 PubCo Ordinary Shares to Holdco's shareholders and eligible participants under a share incentive plan[111]. - An aggregate of 2,487,090 shares with a redemption value of approximately $25,943,774 were tendered for redemption during the special meeting held on June 28, 2023[114]. - The company has until January 6, 2024, to complete its initial business combination following extensions granted by stockholders[115]. - The Company has until January 6, 2024, to complete a Business Combination, after which mandatory liquidation will occur if not consummated[122]. Costs and Financial Obligations - The company expects to incur significant costs in pursuing its acquisition plans and does not guarantee the success of completing a business combination[102]. - Significant professional costs are expected to continue as the Company remains publicly traded, alongside transaction costs for the Business Combination[122]. - Upon closing a Business Combination, underwriters will receive a deferred fee of $0.35 per public share, totaling $1,896,013[127]. - The Company accounts for common stock subject to possible redemption as temporary equity, reflecting uncertain future events[129]. - The Company has adopted ASU 2020-06, accounting for convertible promissory notes as debt on the balance sheet[131]. - There are no long-term debts or liabilities, except for registration rights associated with founder shares and Private Placement Shares[126]. Internal Controls and Risks - There have been no changes in internal control over financial reporting that materially affected the Company during the nine months ended September 30, 2023[138]. - The Company faces risks from ongoing global conflicts, which may adversely affect its ability to consummate a Business Combination[141]. - The financial statements do not include adjustments that might result from uncertainties related to global conflicts and their impact on the Company's operations[142].

Financial Performance - The company reported a net income of $311,101 for the three months ended June 30, 2023, compared to a net loss of $5,027 for the same period in 2022[118]. - For the six months ended June 30, 2023, the company had a net income of $462,907, while the net loss for the same period in 2022 was $7,170[119]. IPO and Mergers - The company completed its IPO on October 6, 2022, raising gross proceeds of $50 million from the sale of 5,000,000 units at $10.00 per unit[121]. - The company entered into a merger agreement with Bestpath IoT Technology Ltd., valuing Bestpath at $1.2 billion prior to the closing of the mergers[111]. - The mergers will result in the issuance of up to 15,000,000 PubCo Ordinary Shares to Holdco's shareholders and eligible participants under a share incentive plan[112]. - Bestpath deposited $210,000 into the Trust Account to extend the Business Combination Period from July 6, 2023, to October 6, 2023[116]. Financial Position - As of June 30, 2023, the company had $65,634 in cash and a working capital deficit of $660,862[123]. - The company recorded an excise tax liability of $259,438 as of June 30, 2023, due to redemptions by public stockholders[108]. - An aggregate of 2,487,090 shares, with a redemption value of approximately $25,943,774, were tendered for redemption during the special meeting held on June 28, 2023[115]. - As of June 30, 2023, the Company has no off-balance sheet financing arrangements or long-term liabilities[126]. - The Company has no long-term debt or capital lease obligations, and registration rights are granted to holders of certain shares[128]. Business Combination and Operations - The Company has until October 6, 2023, to complete a Business Combination, after which mandatory liquidation will occur if not completed[124]. - If the Business Combination is not completed by July 6, 2023, the Company will cease operations except for liquidation purposes[125]. - Upon closing of a Business Combination, underwriters will receive a deferred fee of $0.35 per public share, totaling $1,896,013[129]. Accounting and Internal Controls - The Company accounts for common stock subject to possible redemption as temporary equity, reflecting uncertain future events[131]. - The Company has adopted ASU 2020-06, accounting for convertible promissory notes as debt on the balance sheet[133]. - Disclosure controls and procedures were evaluated as effective as of June 30, 2023[139]. - There have been no changes in internal control over financial reporting that materially affected the Company during the six months ended June 30, 2023[140]. - No material changes to previously disclosed risk factors have occurred as of the date of this Quarterly Report[141]. Future Expenses - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs[117].