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, 2025 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) 515 Madison Avenue. 8 Floor New York, NY 10022 (Address of Princip ...

PART I. FINANCIAL INFORMATION This section presents Aquaron Acquisition Corp.'s unaudited financial statements and management's discussion and analysis [Item 1. Condensed Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Financial%20Statements%20(Unaudited)) This section presents Aquaron Acquisition Corp.'s unaudited condensed financial statements and notes for Q1 2025 and Q4 2024 [Unaudited Condensed Balance Sheets](index=3&type=section&id=UNAUDITED%20CONDENSED%20BALANCE%20SHEETS) This section provides Aquaron Acquisition Corp.'s financial position as of March 31, 2025, and December 31, 2024 Condensed Balance Sheet Highlights | Metric | March 31, 2025 (Unaudited) | December 31, 2024 (Audited) | | :-------------------------------- | :--------------------------- | :-------------------------- | | Cash | $290 | $7,830 | | Prepaid income tax | $214,777 | $224,564 | | Total Current Assets | $215,067 | $232,394 | | Investments held in Trust Account | $9,394,896 | $9,255,615 | | Total Assets | $9,609,963 | $9,488,009 | | Total Current Liabilities | $3,707,197 | $3,118,636 | | Deferred underwriting fee payable | $2,525,896 | $2,525,896 | | Total Liabilities | $6,233,093 | $5,644,532 | | Common stock subject to possible redemption | $9,394,896 | $9,255,615 | | Accumulated deficit | $(6,018,189) | $(5,412,301) | | Total Stockholders' Deficit | $(6,018,026) | $(5,412,138) | [Unaudited Condensed Statements of Operations](index=4&type=section&id=UNAUDITED%20CONDENSED%20STATEMENTS%20OF%20OPERATIONS) This section details Aquaron Acquisition Corp.'s financial performance for the three months ended March 31, 2025, and 2024 Condensed Statements of Operations Highlights | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------ | :-------------------------------- | :-------------------------------- | | General and administrative expenses | $464,483 | $79,082 | | Franchise tax expenses | $5,900 | $10,800 | | Loss from operations | $(470,383) | $(89,882) | | Interest earned on investments held in Trust Account | $63,679 | $274,776 | | Unrealized gain on investments held in Trust Account | $33,391 | $143,038 | | Net (loss) income | $(383,100) | $98,814 | | Basic and diluted net (loss) income per share of redeemable common stock | $(0.04) | $0.09 | | Basic and diluted net loss per share of non-redeemable common stock | $(0.22) | $(0.10) | - The company experienced a significant shift from net income of **$98,814 in Q1 2024** to a net loss of **$383,100 in Q1 2025**, primarily driven by increased general and administrative expenses and a substantial decrease in interest and unrealized gains from trust account investments[12](index=12&type=chunk) [Unaudited Condensed Statements of Changes in Stockholders' Deficit](index=5&type=section&id=UNAUDITED%20CONDENSED%20STATEMENTS%20OF%20CHANGES%20IN%20STOCKHOLDERS'%20DEFICIT) This section outlines changes in Aquaron Acquisition Corp.'s stockholders' deficit for periods ended March 31, 2025, and 2024 Changes in Stockholders' Deficit | Metric | As of January 1, 2025 | As of March 31, 2025 | | :------------------------------------ | :-------------------- | :------------------- | | Common Stock Shares | 1,623,060 | 1,623,060 | | Common Stock Amount | $163 | $163 | | Accumulated Deficit | $(5,412,301) | $(6,018,189) | | Total Stockholders' Deficit | $(5,412,138) | $(6,018,026) | | Metric | As of January 1, 2024 | As of March 31, 2024 | | :------------------------------------ | :-------------------- | :------------------- | | Common Stock Shares | 1,623,060 | 1,623,060 | | Common Stock Amount | $163 | $163 | | Accumulated Deficit | $(4,295,522) | $(4,728,943) | | Total Stockholders' Deficit | $(4,295,359) | $(4,728,780) | - The accumulated deficit increased from **$(5,412,301)** at January 1, 2025, to **$(6,018,189)** by March 31, 2025, primarily due to net loss, accretion of common stock to redemption value, and excise tax liability[13](index=13&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=6&type=section&id=UNAUDITED%20CONDENSED%20STATEMENTS%20OF%20CASH%20FLOWS) This section presents Aquaron Acquisition Corp.'s cash flows from operating, investing, and financing activities for Q1 2025 and Q1 2024 Condensed Statements of Cash Flows Highlights | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Net (loss) income | $(383,100) | $98,814 | | Net cash used in operating activities | $(25,329) | $(140,171) | | Net cash used in investing activities | $(42,211) | $(114,421) | | Net cash provided by financing activities | $60,000 | $281,948 | | Net change in cash | $(7,540) | $27,356 | | Cash, beginning of the period | $7,830 | $339 | | Cash, end of the period | $290 | $27,695 | - The company experienced a net decrease in cash of **$7,540** in Q1 2025, ending with **$290** in cash, a significant reduction from the **$27,356** net increase and **$27,695** ending cash in Q1 2024, primarily due to reduced financing activities and lower interest/unrealized gains from the Trust Account[16](index=16&type=chunk) [Notes to Unaudited Condensed Financial Statements](index=7&type=section&id=NOTES%20TO%20UNAUDITED%20CONDENSED%20FINANCIAL%20STATEMENTS) This section provides detailed explanations and disclosures supporting the unaudited condensed financial statements [Note 1 — Description of Organization and Business Operations](index=7&type=section&id=Note%201%20%E2%80%94%20Description%20of%20Organization%20and%20Business%20Operations) This note describes Aquaron Acquisition Corp.'s SPAC formation, IPO, business combination efforts, Nasdaq delisting, and going concern issues - Aquaron Acquisition Corp. is a blank check company (SPAC) incorporated in Delaware on March 11, 2021, with the purpose of effecting a business combination, intending to focus on the new energy sector[19](index=19&type=chunk)[20](index=20&type=chunk) - The company consummated its IPO on October 6, 2022, raising **$50,000,000** from **5,000,000 units**, with additional proceeds from an over-allotment option and private placements, totaling **$54,984,377** deposited into a Trust Account[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) - The company has extended its Business Combination Period multiple times, most recently to **May 6, 2026**, approved by stockholders on May 6, 2025, with these extensions involving significant share redemptions by public stockholders[32](index=32&type=chunk)[33](index=33&type=chunk)[34](index=34&type=chunk)[115](index=115&type=chunk) - Aquaron terminated its merger agreement with Bestpath (Shanghai) IoT Technology Co., Ltd. on July 12, 2024, and concurrently entered into a new merger agreement with HUTUR E Ltd. and its subsidiaries, implying an equity value of **$1.0 billion** for Huture[38](index=38&type=chunk)[39](index=39&type=chunk)[41](index=41&type=chunk) - The company was delisted from Nasdaq on March 7, 2025, due to non-compliance with the Minimum Public Holders Rule and is now quoted on the over-the-counter market[48](index=48&type=chunk)[50](index=50&type=chunk) - As of March 31, 2025, the company had **$290** in cash and a working capital deficit of **$3,492,130**, raising substantial doubt about its ability to continue as a going concern if a business combination is not completed by August 6, 2025[51](index=51&type=chunk)[53](index=53&type=chunk) - The company recorded excise tax liabilities of **$630,384** as of March 31, 2025, and **$546,877** as of December 31, 2024, due to stock redemptions under the Inflation Reduction Act of 2022, with penalties and interest accruing[57](index=57&type=chunk)[71](index=71&type=chunk) [Note 2 — Summary of Significant Accounting Policies](index=15&type=section&id=Note%202%20%E2%80%94%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines Aquaron Acquisition Corp.'s significant accounting policies, including GAAP conformity and treatment of investments - The financial statements are prepared in conformity with U.S. GAAP and SEC rules, with management's estimates and assumptions affecting reported amounts[58](index=58&type=chunk)[61](index=61&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards[59](index=59&type=chunk)[60](index=60&type=chunk) - Investments held in the Trust Account are classified as trading securities, measured at fair value, and totaled **$9,394,896** as of March 31, 2025[64](index=64&type=chunk) Effective Tax Rate and Deferred Tax Assets | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | | Effective tax rate | (2.6)% | 69.87% | | Deferred Tax Asset (Liability) | March 31, 2025 | December 31, 2024 | | :------------------------------------ | :------------- | :---------------- | | Startup/Organization Expenses | $307,101 | $286,379 | | Amortization of startup cost | $(6,275) | $(5,793) | | Unrealized gain on investments held in Trust Account | $(7,012) | $(7,275) | | Total deferred tax asset (liability) | $293,814 | $273,311 | | Valuation allowance | $(293,814) | $(273,311) | | Deferred tax asset, net of allowance | $0 | $0 | - Common stock subject to possible redemption is classified as temporary equity and presented at redemption value, with changes in redemption value recognized in accumulated deficit[76](index=76&type=chunk)[77](index=77&type=chunk) - The company early adopted ASU 2020-06 for convertible promissory notes, accounting for them as debt (liability) on the balance sheet[78](index=78&type=chunk) [Note 3 — Initial Public Offering](index=22&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note details Aquaron Acquisition Corp.'s October 2022 IPO, including units sold, gross proceeds, and public share redemption features - On October 6, 2022, the company sold **5,000,000 Units** at **$10.00 per Unit**, generating **$50,000,000** gross proceeds, with an additional **417,180 Over-Allotment Option Units** sold on October 14, 2022, for **$4,171,800**[83](index=83&type=chunk) - Each Unit consists of one share of common stock and one right, with each right converting into one-fifth (1/5) of one share of common stock upon consummation of a Business Combination[83](index=83&type=chunk) - Public shares contain a redemption feature, classifying them as temporary equity outside of permanent equity, with changes in redemption value recognized in accumulated deficit over an expected 12-month period[84](index=84&type=chunk)[86](index=86&type=chunk) [Note 4 — Private Placement](index=22&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note describes the private placement of units to the Sponsor, detailing units, purchase price, and disposition if no business combination occurs - The Sponsor purchased **256,250 Private Units** at **$10.00 per unit** for **$2,562,500**, and an additional **12,515.40 Private Units** for **$125,154**, simultaneously with the IPO and over-allotment option exercise[87](index=87&type=chunk) - Each Private Unit consists of one Private Share and one Private Right, which will convert into one-fifth (1/5) of one share of common stock upon a Business Combination[87](index=87&type=chunk) - Proceeds from Private Units were added to the Trust Account; if no Business Combination is completed, these proceeds will fund public share redemptions, and Private Units will expire worthless[87](index=87&type=chunk) [Note 5 — Related Party Transactions](index=22&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note details Aquaron Acquisition Corp.'s related party transactions, including Insider Shares, Sponsor promissory notes, and amounts due - The company issued **1,437,500 Insider Shares** to Initial Stockholders for **$25,000**, with a portion subject to forfeiture based on the underwriters' over-allotment option[88](index=88&type=chunk) - The Sponsor provided multiple unsecured, interest-free promissory notes totaling **$849,626** outstanding as of March 31, 2025, for transaction costs and working capital, with conversion rights into common stock at **$10.00** or **$8.33 per share**[90](index=90&type=chunk)[91](index=91&type=chunk)[92](index=92&type=chunk) - As of March 31, 2025, **$148,757** was due to a related party (Sponsor) for working capital and expenses paid on behalf of the company[93](index=93&type=chunk) [Note 6 — Commitments and Contingencies](index=23&type=section&id=Note%206%20%E2%80%94%20Commitments%20and%20Contingencies) This note outlines Aquaron Acquisition Corp.'s commitments and contingencies, including registration rights and deferred underwriting fees - Holders of Founder Shares, Private Units, and shares from working capital loans are entitled to registration rights[94](index=94&type=chunk) - Underwriters are entitled to a deferred fee of **$1,896,013** (3.5% of IPO gross proceeds), 0.75% of IPO gross proceeds in common stock, and **54,172 Private Units**, all contingent upon the closing of a Business Combination[96](index=96&type=chunk) - Chardan holds a Unit Purchase Option (UPO) to buy **97,509 Units** at **$11.50 per Unit**, exercisable between the close of a Business Combination and its fifth anniversary[97](index=97&type=chunk) - The company entered a financial advisory agreement with Arbor Lake Investment Limited, with compensation payable in PubCo Class A Ordinary Shares upon the closing of the Huture merger[98](index=98&type=chunk) - Legal fees of **$350,000** are payable to Hunter Taubman Fischer & Li LLC upon the closing of the Business Combination[99](index=99&type=chunk) [Note 7 — Stockholders' Deficit](index=24&type=section&id=Note%207%20%E2%80%94%20Stockholders'%20Deficit) This note details Aquaron Acquisition Corp.'s stockholders' deficit components, including common stock and public rights - The company is authorized to issue **10,000,000 shares** of common stock (**$0.0001 par value**); as of March 31, 2025, **1,623,060 shares** were issued and outstanding (excluding **805,352 shares** subject to possible redemption)[100](index=100&type=chunk) - Each public right converts into one-fifth (1/5) of one share of common stock upon consummation of a Business Combination, with no additional consideration required[101](index=101&type=chunk) - If a Business Combination is not completed and the Trust Account is liquidated, holders of rights will not receive any funds and the rights will expire worthless[102](index=102&type=chunk) [Note 8 — Fair Value Measurements](index=26&type=section&id=Note%208%20%E2%80%94%20Fair%20Value%20Measurements) This note describes Aquaron Acquisition Corp.'s fair value measurements for financial instruments, adhering to ASC 825 and the fair value hierarchy - The fair value of the company's financial instruments approximates their carrying amounts due to their short-term nature[75](index=75&type=chunk) - The company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on observable and unobservable inputs[103](index=103&type=chunk)[108](index=108&type=chunk) Fair Value of Investments Held in Trust Account (Level 1) | Asset | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Investments held in the Trust Account | $9,394,896 | $9,255,615 | [Note 9 — Other Loans](index=26&type=section&id=Note%209%20%E2%80%94%20Other%20Loans) This note details Aquaron Acquisition Corp.'s other loans and payables, including amounts due to Huture and promissory notes for extensions - Amounts due to Huture for transaction costs and working capital totaled **$291,881** as of March 31, 2025, up from **$240,514** as of December 31, 2024[106](index=106&type=chunk) - Bestpath provided loans totaling **$760,000** outstanding as of March 31, 2025, through unsecured, interest-free promissory notes, to extend the Business Combination Period, with conversion rights at approximately **$8.33 per share**[107](index=107&type=chunk) - Huture provided loans totaling **$160,000** outstanding as of March 31, 2025, through unsecured, interest-free promissory notes, to extend the Business Combination Period, with conversion rights at approximately **$8.33 per share**[110](index=110&type=chunk) [Note 10 — Segment Information](index=28&type=section&id=Note%2010%20%E2%80%94%20Segment%20Information) This note states Aquaron Acquisition Corp. operates as a single operating segment, with the CEO reviewing overall results - The company has determined it has only one operating segment, as the CEO reviews overall operating results to make resource allocation and performance decisions[111](index=111&type=chunk)[112](index=112&type=chunk) - Key metrics reviewed by the CODM include general and administrative expenses, interest earned on investments held in Trust Account, and unrealized gain on investments held in Trust Account[112](index=112&type=chunk) [Note 11— Subsequent Events](index=28&type=section&id=Note%2011%E2%80%94%20Subsequent%20Events) This note discloses subsequent events, including additional promissory notes to Huture and stockholder approval for Business Combination Period extensions - The company issued unsecured promissory notes to Huture totaling **$52,394.10** in April, May, and July 2025 to fund extensions of the Business Combination Period[114](index=114&type=chunk) - On May 6, 2025, stockholders approved extending the Business Combination Period to **May 6, 2026**, leading to the redemption of **697,365 shares** with a value of approximately **$8,176,785**[115](index=115&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Statements](index=29&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Statements) This section provides management's discussion and analysis of Aquaron Acquisition Corp.'s financial condition, operations, and risks [Overview](index=29&type=section&id=Overview) This overview introduces Aquaron Acquisition Corp. as a blank check company seeking a business combination in the new energy sector - Aquaron Acquisition Corp. is a blank check company formed in March 2021 to effect a business combination, with an intended focus on the new energy sector[118](index=118&type=chunk) - The company has not generated operating revenues and expects to incur significant costs in pursuit of acquisition plans, with no assurance of successful completion of a Business Combination[119](index=119&type=chunk) [Risks and Uncertainties](index=29&type=section&id=Risks%20and%20Uncertainties) This section discusses potential negative effects from inflation, interest rates, geopolitical events, and excise tax liabilities - Management acknowledges potential negative effects on financial position and operations from persistent inflation, rising interest rates, financial market instability, geopolitical events, and the lingering effects of COVID-19, though the specific impact is not readily determinable[120](index=120&type=chunk) - The Inflation Reduction Act of 2022 imposes a **1% excise tax** on stock repurchases (including redemptions), which has impacted the company's tax provisions for fiscal years 2023-2025, resulting in a **$630,384** excise tax liability as of March 31, 2025[121](index=121&type=chunk)[122](index=122&type=chunk) - The company has not yet paid excise taxes incurred from January 1, 2023, to December 31, 2023, and faces additional interest and penalties if unable to pay in full[122](index=122&type=chunk) [Recent Developments](index=30&type=section&id=Recent%20Developments) This section outlines recent events, including the Huture merger agreement, business combination extensions, and Nasdaq delisting - The Bestpath Merger Agreement was terminated on July 12, 2024, and a new merger agreement was entered into with HUTUR E Ltd. and its subsidiaries on the same date[123](index=123&type=chunk)[124](index=124&type=chunk) - The merger with Huture involves Merger Sub 1 merging into Huture and Merger Sub 2 merging into Aquaron, with Huture becoming a wholly-owned subsidiary of PubCo and Aquaron becoming a direct wholly-owned subsidiary of PubCo[125](index=125&type=chunk) - The Mergers imply a current equity value of Huture at **$1.0 billion**, with PubCo Ordinary Shares valued at **$10.00** at closing, and the transaction includes potential earn-out shares and an equity incentive pool for PubCo[126](index=126&type=chunk)[127](index=127&type=chunk) - Both Huture shareholders (representing over **50% equity**) and the Sponsor have entered into voting and support agreements in favor of the merger transactions[129](index=129&type=chunk)[130](index=130&type=chunk) - Stockholders approved extensions of the Business Combination Period multiple times, most recently to **May 6, 2026**, with significant share redemptions occurring at each extension vote[131](index=131&type=chunk)[132](index=132&type=chunk)[133](index=133&type=chunk) - The company was delisted from Nasdaq on March 7, 2025, due to non-compliance with the Minimum Public Holders Rule and is now traded on the over-the-counter market[134](index=134&type=chunk)[136](index=136&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) This section analyzes Aquaron Acquisition Corp.'s net loss for Q1 2025 compared to net income in Q1 2024 - For the three months ended March 31, 2025, the company reported a net loss of **$383,100**, primarily due to **$464,483** in general and administrative expenses and **$9,787** in income tax expense, partially offset by **$63,679** in interest and **$33,391** in unrealized gains from the Trust Account[138](index=138&type=chunk) - In contrast, for the three months ended March 31, 2024, the company reported a net income of **$98,814**, driven by **$274,776** in interest and **$143,038** in unrealized gains from the Trust Account, despite general and administrative expenses of **$79,082** and various tax expenses[139](index=139&type=chunk) [Liquidity and Capital Resources](index=33&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses Aquaron Acquisition Corp.'s cash position, working capital deficit, reliance on loans, and going concern uncertainties - As of March 31, 2025, the company had **$290** in cash and a working capital deficit of **$3,492,130**[144](index=144&type=chunk) - The company has relied on loans from the Sponsor, Bestpath, and Huture to fund extensions of the Business Combination Period and cover transaction costs[144](index=144&type=chunk)[145](index=145&type=chunk) - Management has determined that the company's ability to continue as a going concern is in substantial doubt if a Business Combination is not completed by August 6, 2025, or if additional financing is not secured[145](index=145&type=chunk)[146](index=146&type=chunk) [Off-Balance Sheet Financing Arrangements](index=34&type=section&id=Off-Balance%20Sheet%20Financing%20Arrangements) This section confirms Aquaron Acquisition Corp. has no off-balance sheet financing arrangements as of March 31, 2025 - As of March 31, 2025, the company has no obligations, assets, or liabilities considered off-balance sheet arrangements[147](index=147&type=chunk) [Contractual Obligations](index=34&type=section&id=Contractual%20Obligations) This section details Aquaron Acquisition Corp.'s contractual obligations, including deferred underwriting fees and registration rights - The company has no long-term debt, capital lease obligations, operating lease obligations, or long-term liabilities[148](index=148&type=chunk) - Contractual obligations include registration rights for certain security holders and deferred underwriting fees of **$1,896,013**, plus common stock and Private Units, payable upon the closing of a business combination[149](index=149&type=chunk)[150](index=150&type=chunk) [Critical Accounting Estimates](index=34&type=section&id=Critical%20Accounting%20Estimates) This section states that management identified no critical accounting estimates for the three months ended March 31, 2025 - Management did not identify any critical accounting estimates for the three months ended March 31, 2025[151](index=151&type=chunk) [Recent Accounting Standards](index=36&type=section&id=Recent%20Accounting%20Standards) This section discusses Aquaron Acquisition Corp.'s adoption of ASU 2023-07 and assessment of ASU 2023-09 - The company adopted ASU No. 2023-07, Segment Reporting, as of March 31, 2025, which requires additional segment information disclosure[152](index=152&type=chunk) - The company is currently assessing the impact of ASU 2023-09, Income Taxes, effective for annual periods beginning after December 15, 2024, which requires specific categories in rate reconciliation and additional information for significant reconciling items[153](index=153&type=chunk) [Item 3. Quantitative and Qualitative Disclosure about Market Risks](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20about%20Market%20Risks) As a smaller reporting company, Aquaron Acquisition Corp. is not required to provide quantitative and qualitative disclosures about market risks - The company is exempt from providing quantitative and qualitative disclosures about market risks due to its status as a smaller reporting company[155](index=155&type=chunk) [Item 4. Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded Aquaron Acquisition Corp.'s disclosure controls and procedures were ineffective due to material weaknesses in related party transaction oversight - Management concluded that the company's disclosure controls and procedures were ineffective as of March 31, 2025[157](index=157&type=chunk)[158](index=158&type=chunk) - Material weaknesses were identified in internal control over financial reporting, particularly insufficient oversight regarding the review and approval of related party transactions and their disclosures[158](index=158&type=chunk) - The company is implementing remediation measures, but there is no assurance that these will be timely or fully effective, potentially impacting financial reporting and investor perceptions[159](index=159&type=chunk) - No material changes in internal control over financial reporting occurred during the fiscal quarter ended March 31, 2025[161](index=161&type=chunk) PART II - OTHER INFORMATION This section provides other required information, including legal proceedings, risk factors, unregistered sales, and exhibits [Item 1. Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) Aquaron Acquisition Corp. has no legal proceedings to report for the period - There are no legal proceedings to report[163](index=163&type=chunk) [Item 1A. Risk Factors.](index=38&type=section&id=Item%201A.%20Risk%20Factors.) No material changes to previously disclosed risk factors have occurred as of the date of this Quarterly Report - No material changes to previously disclosed risk factors have occurred as of the date of this Quarterly Report[164](index=164&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.](index=38&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section details unregistered equity sales, including private placements to the Sponsor, and restricted use of IPO proceeds - Simultaneously with the IPO, the Sponsor purchased **256,250 Private Units** for **$2,562,500**, and an additional **12,515.40 Private Units** for **$125,154**, in unregistered sales[166](index=166&type=chunk)[167](index=167&type=chunk) - A total of **$54,984,377** from the IPO and private placements was deposited into a trust account for public stockholders[169](index=169&type=chunk) - Proceeds in the trust account, including interest, are restricted and cannot be used to pay excise taxes or similar fees, including those imposed by the Inflation Reduction Act of 2022[170](index=170&type=chunk) [Item 3. Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Aquaron Acquisition Corp. has no defaults upon senior securities - There are no defaults upon senior securities[172](index=172&type=chunk) [Item 4. Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Aquaron Acquisition Corp. has no mine safety disclosures - There are no mine safety disclosures[173](index=173&type=chunk) [Item 5. Other Information](index=39&type=section&id=Item%205.%20Other%20Information) There is no other information to report - There is no other information to report[174](index=174&type=chunk) [Item 6. Exhibits](index=39&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including CEO/CFO certifications and Inline XBRL documents - Exhibits include certifications from the CEO and CFO (pursuant to Rules 13a-14(a), 15d-14(a), and 18 U.S.C. Section 1350) and various Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents, and Cover Page Interactive Data File)[175](index=175&type=chunk) SIGNATURES This section contains the official signatures of Aquaron Acquisition Corp.'s Chief Executive Officer and Chief Financial Officer - The report was signed by Yi Zhou, Chief Executive Officer and Director, and Qingze Zhao, Chief Financial Officer and Director, on July 22, 2025[178](index=178&type=chunk)

Meeting to Now be Held on Tuesday, May 6, 2025 at 11:00 a.m. Via Live Audio Webcast NEW YORK, May 01, 2025 (GLOBE NEWSWIRE) -- Aquaron Acquisition Corp. (“Aquaron” or the “Company”) (OTCMKTS: AQUC), a publicly traded special purpose acquisition company, today announced that its Annual Meeting of Stockholders (the “Annual Meeting”), originally scheduled for Friday, May 2, 2025 at 11:00 a.m. (Eastern Time), has been postponed. The Annual Meeting is now scheduled to be held on Tuesday, May 6, 2025 at 11:00 a. ...

IPO and Financing - 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 $4.17 million[21]. - A total of $54,984,377 from the IPO and private placements has been deposited in a trust account for the benefit of public stockholders[150]. - The company received unsecured promissory notes totaling $849,626 from the Sponsor to support transaction costs and working capital[25]. - The company has received loans totaling $449,780 from the Sponsor during 2023 to cover transaction costs related to the business combination[183]. 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 Bestpath Merger Agreement was terminated on July 12, 2024, to allow for a new business combination agreement following a reorganization[39]. - 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 has structured the business combination with Huture to acquire 100% of its equity interests, but may consider alternatives if necessary[71]. - The Mergers imply a current equity value of Huture at $1.0 billion prior to the closing of the Mergers[42]. Compliance and Regulatory Issues - The company faced non-compliance with Nasdaq Listing Rules, including a failure to maintain at least 300 public holders and a minimum market value of listing securities of $35 million[30][35]. - The Nasdaq notified the company of its delisting determination on March 6, 2025, due to non-compliance with listing rules[36]. - The company intends to seek waivers from third parties regarding claims to the trust account to limit potential liabilities[88]. - The company plans to seek a waiver from Nasdaq regarding its delisting, but there is no assurance that it will be granted[110]. - The company must comply with the Sarbanes-Oxley Act regarding internal control audits for the fiscal year ending December 31, 2024[101]. 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 and income tax expense of $347,586[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, indicating liquidity challenges[183]. - The company has incurred significant expenses related to being a public entity and anticipates further costs associated with the search for a business combination[177]. - 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]. Redemption and Liquidation - An aggregate of 2,124,738 shares with a redemption value of approximately $23.18 million were tendered for redemption during the annual stockholder meeting[27]. - Public stockholders may 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]. - Public stockholders will receive a pro rata portion of the trust account upon redemption, which may be less than approximately $10.15 per share due to potential claims from creditors[89]. - The company will cease all operations and redeem 100% of outstanding public shares if a business combination is not completed by May 6, 2025[83]. Internal Controls and Governance - Management has identified deficiencies in internal control over financial reporting, concluding that disclosure controls and procedures were not effective as of December 31, 2024[202]. - The company identified a material weakness in internal controls over financial reporting as of December 31, 2023, related to the classification of Investment held in Trust Account and Deferred underwriting fee payable accounts[208]. - Management has taken remediation measures and concluded that the material weakness has been remediated as of December 31, 2024[208]. - The independent registered public accounting firm did not provide an attestation report due to the company's status as an emerging growth company[207]. - The company acknowledges that its disclosure controls and procedures can only provide reasonable, not absolute, assurance against errors and fraud[204]. Management and Strategy - The management team includes experienced professionals, such as CEO Ms. Yi Zhou and CFO Mr. Qingze Zhao, with backgrounds in consultancy and corporate strategy[63]. - The company intends to utilize cash from the IPO and private placements for its initial business combination, without designating proceeds for specific purposes[65]. - Target business candidates are expected to be sourced from various unaffiliated financial community members, including investment bankers and venture capital funds[66]. - The company has the flexibility to identify and select prospective acquisition candidates, with a target business having a fair market value of at least 80% of the trust account balance[69]. - The company has a diverse board of directors with extensive experience in finance, consulting, and management[213][214][215][216][217].

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]. Compliance and Regulatory Issues - The company is subject to Nasdaq Listing Rule 5550(a)(3) and has submitted a plan to regain compliance due to not having at least 300 public holders[117]. - The company received a notice for non-compliance with Nasdaq Listing Rule 5250(c)(1) for not timely filing its Form 10-K for the year ended December 31, 2023, and subsequently filed it on May 3, 2024[118]. - The company received a notice for non-compliance with Nasdaq Listing Rule 5250(c)(1) for not timely filing its Form 10-Q for the period ended March 31, 2024, with a filing completed on August 1, 2024[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]. Business Operations and Strategy - 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 plans to utilize cash from its IPO and private placement of Private Units for its initial business combination[101]. - The Company has until December 6, 2024, to consummate a Business Combination, failing which it will face mandatory liquidation[132]. - The Company expects to incur significant professional costs to remain publicly traded and transaction costs related to the Business Combination[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]. Shareholder Activity - 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]. - An aggregate of 2,124,738 shares with a redemption value of $23,176,909 (or approximately $10.91 per share) were tendered for redemption during the annual stockholder meeting on April 30, 2024[116]. Financial Liabilities - The company recorded an excise tax liability of $259,438 and $231,769 as of December 31, 2023, and September 30, 2024, respectively, totaling $491,207 outstanding as of September 30, 2024[106]. - The company has incurred significant costs in pursuit of its acquisition plans, with no assurance of successful completion[102]. Economic Environment - The company is monitoring the impact of inflation, rising interest rates, and geopolitical events on its financial position and operations[103]. 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 meeting a quantitative threshold of 5%[144]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements[145]. - The evaluation of disclosure controls and procedures revealed that 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 internal control during the fiscal quarter ended September 30, 2024[148]. Legal Matters - There are no ongoing legal proceedings against the company[150].

Financial Performance - The company reported a net income of $55,371 for the three months ended June 30, 2024, a decrease of 82.2% compared to a net income of $311,101 for the same period in 2023[132]. - For the six months ended June 30, 2024, the company had a net income of $154,185, down 66.7% from $462,907 in the same period in 2023[133]. - As of June 30, 2024, the company had $211,470 in cash and a working capital deficit of $1,977,069[138]. - The company incurred significant general and administrative expenses totaling $120,396 for the three months ended June 30, 2024[132]. - The company expects to incur increased expenses related to being a public company and searching for a business combination[131]. Mergers and Acquisitions - 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[120]. - The company will issue up to 10,000,000 Earnout Shares to Huture's shareholders based on certain revenue milestones for fiscal years 2024 and 2025[121]. - The company has excluded certain target companies from its acquisition plans, particularly those with financial statements audited by non-PCAOB inspected firms[111]. - The company anticipates incurring significant costs in pursuit of its acquisition plans, with no assurance of successful business combinations[112]. Compliance and Regulatory Issues - The company is subject to compliance issues with Nasdaq, having received notices regarding the number of public holders and timely filing of financial reports[127][128]. - The company has until October 6, 2024, to consummate a Business Combination, after which mandatory liquidation will occur if not completed[139]. 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[125]. - An aggregate of 2,124,738 shares with a redemption value of $23,176,909 (or approximately $10.91 per share) were tendered for redemption during the annual meeting on April 30, 2024[126]. Financial Position and IPO - 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[134]. - A total of $54,984,377 from the IPO and private placements was deposited in a trust account for the benefit of public stockholders[137]. - The underwriters are entitled to a deferred fee of $1,896,013 upon the completion of a business combination[144]. Economic Factors - The company has been monitoring the impact of inflation, rising interest rates, and geopolitical events on its financial position and operations[113]. Tax Liabilities - The company recorded an excise tax liability of $259,438 and $231,769 as of December 31, 2023, and June 30, 2024, respectively, totaling $491,207 outstanding as of June 30, 2024[116]. Business Combination Period - The company plans to extend the Business Combination Period up to twelve months from May 6, 2024, to May 6, 2025[126].

Financial Performance - The company recorded a net income of $98,814 for the three months ended March 31, 2024, despite incurring a loss of $89,882 from general and administrative expenses [126]. - For the three months ended March 31, 2023, the company reported a net income of $151,806, which included a loss of $352,846 from general and administrative expenses [127]. - The company recorded unrealized gains on investments held in the Trust Account amounting to $143,038 and interest earned of $274,776 [126]. Business Combination and Mergers - The company entered into a merger agreement with HUTURE Ltd. that implies a current equity value of Huture at $1.0 billion prior to the closing of the mergers [114]. - The company extended its Business Combination Period to October 6, 2023, with an option to further extend to January 6, 2024, and then on a monthly basis up to four times until May 6, 2024 [119]. - The company has until August 6, 2024, to consummate a Business Combination, failing which it will face mandatory liquidation [134]. - The company expects to incur significant professional and transaction costs in pursuit of the Business Combination [134]. Financial Liabilities and Expenses - The company has a recorded excise tax liability of $259,438 as of December 31, 2023, due to stockholder redemptions in June 2023 [110]. - 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 a special meeting on June 28, 2023 [119]. - 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 [139]. - The company expects to incur increased expenses as a result of being a public company, including legal and financial reporting costs [125]. Cash and Working Capital - As of March 31, 2024, the company had $27,695 in cash and a working capital deficit of $2,202,884 [133]. - The company has no off-balance sheet financing arrangements as of March 31, 2024 [136]. Compliance and Regulations - The company submitted a plan to regain compliance with Nasdaq Listing Rule 5550(a)(3) after receiving a notice regarding insufficient public holders [122]. - The company has been impacted by the Inflation Reduction Act, which affects its fiscal 2023 income tax provision due to stock repurchases [110]. Accounting Policies and Estimates - The company has not identified critical accounting estimates but has outlined critical accounting policies in accordance with US GAAP [140]. - The company accounts for common stock subject to possible redemption as temporary equity, reflecting certain redemption rights [141]. - The company is currently assessing the impact of ASU 2023-09 on its financial position, results of operations, or cash flows [145]. Revenue Generation - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its initial Business Combination [125].

IPO and Financial Overview - 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[106]. - 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]. - For the fiscal year ended December 31, 2023, the company reported a net income of $997,917, which includes an unrealized gain on investments of $141,556 and interest earned of $1,980,430[139]. - The company had a working capital deficit of $1,914,142 as of December 31, 2023, with only $339 in cash available[145]. - The company reported no revenue for the year ended December 31, 2023, raising substantial doubt about its ability to continue as a going concern[256]. - The company’s cash balance as of December 31, 2023, was $339, a significant decrease from $57,284 as of December 31, 2022, indicating a decline of approximately 99.4%[262]. - Total current liabilities increased significantly to $1,916,669 from $304,760 year-over-year[265]. - Total liabilities increased to $4,442,565 from $2,830,656 year-over-year[265]. - The accumulated deficit as of December 31, 2023, was $(4,295,522), compared to $159,672 in 2022[266]. - General and administrative expenses rose to $832,906 in 2023, up from $207,495 in 2022, indicating a significant increase in operational costs[268]. Mergers and Business Combination - The company entered into a merger agreement on March 23, 2023, with an implied equity value of Bestpath at $1.2 billion prior to the closing of the mergers[126]. - Following the mergers, each outstanding share of Common Stock will be exchanged for one PubCo Ordinary Share valued at $10.00 at the time of closing[126]. - The mergers will result in the issuance of up to 15,000,000 PubCo Ordinary Shares to Holdco's shareholders and an additional 15,000,000 shares under a share incentive plan[127]. - The company intends to focus on operating businesses in the new energy sector for its initial business combination[118]. - The company has until June 6, 2024, to complete its initial business combination, following extensions funded by Bestpath totaling $490,000[131][146]. - The company will cease all operations and redeem public shares if it fails to complete a business combination within the Combination Period, with the redemption price based on the amount in the Trust Account[291]. - The company has agreed to protect the amounts held in the Trust Account, ensuring that claims do not reduce the amount below $10.15 per Public Share[293]. Shareholder and Stock Information - As of December 31, 2023, there were 4,553,150 shares of Common Stock outstanding held by seven stockholders of record[104]. - Aquaron Investments LLC holds 1,578,060 shares, representing approximately 34.66% of the outstanding shares[210]. - RiverNorth Capital Management, LLC owns 400,000 shares, accounting for 8.79% of the outstanding shares[210]. - A total of 2,487,090 shares were tendered for redemption, amounting to approximately $25,943,773[286]. - A total of 2,124,738 shares were tendered for redemption, with a redemption value of approximately $23.5 million, equating to $11.04 per share[289]. - Insider shares are placed in escrow, with 50% not transferable until six months post-initial business combination or if stock price exceeds $12.50 for 20 trading days[214]. Financial Management and Compliance - The company incurred general and administrative expenses of $832,906 for the fiscal year ended December 31, 2023[139]. - The company has no long-term debt or off-balance sheet financing arrangements as of December 31, 2023[149][150]. - The company expects to incur significant professional costs to remain publicly traded and may need additional financing to complete its business combination[146]. - The independent auditor expressed an unmodified opinion on the financial statements, indicating they present fairly the financial position of the company[255]. - The company has identified material weaknesses in internal control over financial reporting, particularly in the classification of investments and deferred underwriting fees[162]. - Management's evaluation concluded that disclosure controls and procedures were not effective as of December 31, 2023, due to identified deficiencies[168]. - The company does not expect that its disclosure controls will prevent all errors and instances of fraud, acknowledging inherent limitations[166]. Audit and Governance - The Audit Committee held no formal meetings during 2023, relying on monthly reports and written approvals[184]. - The Compensation Committee did not meet during 2023, and no executive officer has received cash compensation for services rendered[188][206]. - The company has not entered into any employment agreements with its executive officers[205]. - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees[202]. - The board has established an audit, nominating, and compensation committee, with independent directors overseeing nominations[182]. Investment and Financial Instruments - 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[156]. - The company has a deferred income tax asset of $144,680 as of December 31, 2023, which was not present in the previous year[263]. - The company raised gross proceeds of $50,000,000 from its IPO and an additional $2,562,500 from private placements[278]. - The total gross proceeds from the issuance of 417,180 Units at $10.00 per Unit amounted to $4,171,800[220]. - Up to $600,000 of loans from insiders may be converted into private units at $10.00 per unit upon consummation of the business combination[216]. Financial Performance Trends - Total assets decreased to $32,107,474 from $55,700,859 as of December 31, 2022, representing a decline of approximately 42.5%[262][263]. - Current assets as of December 31, 2023, were $2,527, a significant decrease from $279,630 as of December 31, 2022, indicating a decline of approximately 99.1%[262]. - Investments held in Trust Account decreased to $31,960,267 as of December 31, 2023, down from $55,421,229 as of December 31, 2022, reflecting a reduction of about 42.3%[263]. - Basic and diluted net income per share for redeemable common stock was $0.87, down from $1.57 in the previous year[268]. - Basic and diluted net loss per share for non-redeemable common stock was $(1.62) in 2023, compared to $(1.24) in 2022[268]. - Cash provided by investing activities totaled $25,582,948 in 2023, a recovery from $(54,984,377) in 2022[272].

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 [115]. - For the nine months ended September 30, 2023, the company had a net income of $716,172, while the net loss for the same period in 2022 was $7,291 [116]. IPO and Fundraising - 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 [117]. - An additional $4,171,800 was generated from the partial exercise of the over-allotment option for 417,180 units at the IPO price [118]. - A total of $54,984,377 from the IPO and private placements was deposited in a trust account [119]. Mergers and Acquisitions - The company is in the process of merging with Bestpath IoT Technology Ltd., which implies a current equity value of $1.2 billion prior to the closing of the mergers [106]. - 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 [107]. - The company has extended its business combination period to January 6, 2024, with an option for further extensions [111]. - The company has incurred significant costs in pursuit of acquisition plans and does not expect to generate operating revenues until after completing its initial business combination [98]. Financial Position and Obligations - As of September 30, 2023, the company had $3,835 in cash and a working capital deficit of $886,122 [120]. - The company has until January 6, 2024, to complete a Business Combination, with uncertainty regarding its ability to do so [121]. - If the Business Combination is not completed by the deadline, the company will face mandatory liquidation and dissolution [122]. - The company incurred significant professional costs to remain publicly traded and may need additional financing for the Business Combination [121]. - There are no off-balance sheet financing arrangements as of September 30, 2023 [123]. - The company has no long-term debt or capital lease obligations [125]. - Upon closing a Business Combination, underwriters will receive a deferred fee of $1,896,013 [127]. - The company accounts for common stock subject to possible redemption as temporary equity [129]. Internal Controls and Legal Matters - The company has not experienced any changes in internal control over financial reporting that materially affected its operations during the nine months ended September 30, 2023 [137]. - There are no ongoing legal proceedings against the company [139].

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[115]. - 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[116]. 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[118]. - As of June 30, 2023, the company had $65,634 in cash and a working capital deficit of $660,862[121]. - The company recorded an excise tax liability of $259,438 as of June 30, 2023, due to redemptions by public stockholders[104]. 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[107]. - 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[108]. - The company extended the Business Combination Period to October 6, 2023, with a potential further extension to January 6, 2024[112]. - A total of 2,487,090 shares, with a redemption value of approximately $25,943,774, were tendered for redemption during the special meeting on June 28, 2023[112]. - The company expects to incur significant costs in pursuing its acquisition plans and does not guarantee the success of completing a Business Combination[99]. - The Company has until October 6, 2023, to complete a Business Combination, failing which it will face mandatory liquidation and dissolution[122]. - If the Business Combination is not completed by July 6, 2023, the Company will cease operations except for liquidation purposes, raising substantial doubt about its ability to continue as a going concern[123]. Financial Reporting and Compliance - As of June 30, 2023, the Company has no off-balance sheet financing arrangements or long-term liabilities[124]. - Upon closing of a Business Combination, underwriters will receive a deferred fee of $0.35 per public share, totaling $1,896,013[128]. - The Company accounts for common stock subject to possible redemption as temporary equity, reflecting uncertain future events[130]. - The Company recognizes changes in redemption value over an expected 9-month period leading up to a Business Combination[131]. - The Company has adopted ASU 2020-06, accounting for convertible promissory notes as debt on the balance sheet[132]. - The Company complies with FASB ASC 260 for earnings per share, presenting income per redeemable and non-redeemable shares[134]. - There have been no changes in internal control over financial reporting that materially affected the Company during the six months ended June 30, 2023[138]. - Management does not believe that any recently issued accounting standards will materially affect the financial statements[136].