Hudson Acquisition I (HUDA) - 2025 Q1 - Quarterly Report

PART I. FINANCIAL INFORMATION Financial Statements Hudson Acquisition I Corp. reported a net loss of $282,614 for Q1 2025, facing a $4.7 million working capital deficit and substantial doubt about its going concern status Condensed Balance Sheet Data (Unaudited) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $10,008 | $68,758 | | Marketable securities held in Trust Account | $1,091,680 | $1,122,381 | | Total Assets | $1,161,927 | $1,257,679 | | Total Liabilities | $7,468,476 | $7,281,614 | | Common stock subject to possible redemption | $913,113 | $904,670 | | Total stockholders' deficit | ($7,219,662) | ($6,928,605) | Condensed Statement of Operations (Unaudited) | Account | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :--- | :--- | :--- | | Loss from operations | ($309,058) | ($332,344) | | Interest earned on marketable securities | $11,443 | $340,660 | | Net loss | ($282,614) | ($82,504) | | Net loss per share, basic and diluted | ($0.15) | ($0.12) | - The company is a blank check company formed to effect a business combination and has not commenced core operations. All activity relates to its formation, IPO, and search for a target. The company will not generate operating revenue until a business combination is completed[20][22] - On November 22, 2024, the Company entered into a Business Combination Agreement with Aiways Automobile Europe GmbH, a German company developing electric vehicles[32][47][110] - The company has extended its deadline to complete a business combination multiple times, with the final deadline being October 18, 2025. These extensions were accompanied by significant shareholder redemptions, leaving only 98,263 public shares outstanding as of March 31, 2025[36][39][42] - Management has determined that its liquidity condition and the mandatory liquidation requirement if a business combination is not consummated by October 18, 2025, raise substantial doubt about the Company's ability to continue as a going concern[46][148] - The Nasdaq Hearings Panel determined to delist the company's securities, effective January 24, 2025, due to failure to meet multiple continued listing requirements, including minimum market value and number of publicly held shares. The company did not appeal the decision[56] - Subsequent to the quarter end, Nasdaq filed a Form 25 to complete the delisting on July 11, 2025. The company also re-domesticated from Delaware to Wyoming on July 2, 2025[124][125] Management's Discussion and Analysis of Financial Condition and Results of Operations As a blank check company, it incurred a $282,614 net loss for Q1 2025, faces substantial going concern doubt, and improperly used trust account funds - The company's only activities since inception have been organizational, preparing for its IPO, and identifying a target for a business combination. It has not generated any operating revenues[132] Results of Operations Comparison | Period | Net Loss | Key Components | | :--- | :--- | :--- | | Q1 2025 | $282,614 | G&A expenses of $309,058, offset by interest income of $11,444 | | Q1 2024 | $82,504 | G&A expenses of $282,344 and franchise tax of $50,000, offset by interest income of $340,840 | - As of March 31, 2025, the company had only $10,008 in cash outside the trust account and faces a significant working capital deficit. It may require additional loans from its sponsor to fund operations[45][143][144] - The company improperly used funds withdrawn from the Trust Account. Of the $638,043 withdrawn for taxes, an excess of $380,312 was used for other operating expenses, which was not in accordance with the Trust Agreement[146] - Management has concluded that there is substantial doubt about the company's ability to continue as a going concern, given the deadline of October 18, 2025, to consummate a business combination, after which it faces mandatory liquidation[148] Quantitative and Qualitative Disclosures about Market Risk This section is not required for smaller reporting companies, and therefore no information is provided - Disclosure is not required for smaller reporting companies[154] Controls and Procedures Management, including the CEO and CFO, evaluated the company's disclosure controls and procedures and its internal control over financial reporting, concluding both were effective as of March 31, 2025, with no material changes reported - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective as of March 31, 2025[156] - Management concluded that the Company's internal control over financial reporting was effective as of March 31, 2025, based on the 2013 Internal Control—Integrated Framework by COSO[159] - There were no changes in the company's internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, its internal controls[160] PART II. OTHER INFORMATION Legal Proceedings The company reported no legal proceedings - None[162] Risk Factors There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K - As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in the Company's Annual Report on Form 10-K filed with the SEC[163] Unregistered Sales of Equity Securities and Use of Proceeds This section reiterates the details of the company's Initial Public Offering (IPO) and the simultaneous private placement to its sponsor, which occurred in October 2022, including the partial exercise of the underwriters' over-allotment option - The company consummated its Initial Public Offering of 6,000,000 Units on October 18, 2022, and closed the sale of 845,300 over-allotment units on October 21, 2022[164][165] - Simultaneously with the IPO and over-allotment, the Sponsor purchased private placement units[164][165] Defaults Upon Senior Securities The company reported no defaults upon senior securities - None[167] Mine Safety Disclosures The company reported no mine safety disclosures - None[168] Other Information The company reported no other information - None[169] Exhibits This section lists the exhibits filed with the Quarterly Report on Form 10-Q, including officer certifications and Inline XBRL data files - The report includes a list of filed exhibits, such as CEO/CFO certifications (Sections 302 and 906 of Sarbanes-Oxley Act) and XBRL data files[171]