M&A - Aquaron Acquisition Corp.
Form Type: 10-K
Filing Date: 2025-04-16
Corporate Action: Merger
Type: Update
Accession Number: 000121390025032295
Filing Summary: Aquaron Acquisition Corp. is a blank check company focused on completing a merger or acquisition, particularly in the new energy sector. After completing its IPO in October 2022, which raised approximately $54.98 million, the company entered into a Merger Agreement on July 12, 2024, with Huture Ltd. and its subsidiaries. This agreement involves the merger of Merger Sub 1 with Huture, followed by a merger of Aquaron with Merger Sub 2. The merger values Huture at $1.0 billion. Key provisions include a restructuring of shares and issuance of up to 10,000,000 earn-out shares based on revenue performance. Aquaron has until May 6, 2025, to finalize this business combination. The document also notes challenges with compliance to Nasdaq's listing rules, including a notice received about insufficient public holders and issues with timely filing of reports, which led to a delisting notification received on March 6, 2025. The company decided not to appeal the delisting decision and anticipates the filing of a Form 25-NSE to remove its securities from listing on Nasdaq.
Additional details:
Market Value Listing Securities: $8,770,283.28
Shares Outstanding: 2,428,412
Trust Account Balance: $9,361,505.81
Equity Value Huture: $1.0 billion
Months Extension: up to twelve months
Transaction Costs Funding: $849,626
Form Type: DEF 14A
Filing Date: 2025-04-14
Corporate Action: Merger
Type: New
Accession Number: 000121390025031326
Filing Summary: Aquaron Acquisition Corp. held an annual stockholders' meeting on May 2, 2025, during which key proposals were voted on, including the Extension Amendment to allow a business combination deadline extension from May 6, 2025, to May 6, 2026. This extension is necessary to finalize a merger with HUTURE Ltd. and Bestpath after the termination of a previous merger agreement due to a reorganization. The Trust Amendment was proposed to extend the timeline for liquidating the trust account associated with the IPO. The meeting also addressed the reelection of directors and the appointment of an independent accounting firm. The board recommended voting 'FOR' all proposals to facilitate the merger and extend the timelines as necessary. Stockholders who vote may redeem their shares at the estimated price of $11.62 based on the trust account balance at that time. Failure to approve the proposals may lead to winding down the company after redeeming public shares.
Additional details:
Proposal Number: 1
Proposal Description: Extension Amendment to extend the business combination deadline
Proposal Number: 2
Proposal Description: Trust Amendment to adjust the trust account liquidation date
Proposal Number: 3
Proposal Description: Re-election of five directors
Proposal Number: 4
Proposal Description: Ratification of UHY LLP as auditor
Proposal Number: 5
Proposal Description: Approval of adjournment if proposals do not receive sufficient votes
Redemption Price Estimate: 11.62
Current Stock Price: 11.60
Record Date: 2025-04-02
Form Type: PRER14A
Filing Date: 2025-04-10
Corporate Action: Merger
Type: New
Accession Number: 000121390025030647
Filing Summary: Aquaron Acquisition Corp. is holding its annual meeting of stockholders on May 2, 2025. At this meeting, stockholders will consider several proposals including an extension amendment to postpone the deadline for a business combination from May 6, 2025, to May 6, 2026, and a trust amendment to allow a similar extension for the liquidation of the trust account. The proposals arise from a previous merger agreement with Bestpath that was terminated due to reorganizations. Aquaron has since entered into a new merger agreement with HUTURE Ltd. to facilitate this business combination, but additional time is required to obtain stockholder approval. The board recommends a vote in favor of all proposals to ensure completion of the merger process. If proposals fail, the company plans to wind up operations and redeem public shares.
Additional details:
Proposal Number: 1
Proposal Description: Amend the company’s charter to extend deadline for business combination.
Proposal Number: 2
Proposal Description: Amend the Investment Management Trust Agreement to allow for potential liquidations extension.
Proposal Number: 3
Proposal Description: Re-elect five directors to the Company’s board.
Proposal Number: 4
Proposal Description: Ratify UHY LLP as independent registered public accounting firm for fiscal year 2024.
Proposal Number: 5
Proposal Description: Allow for adjournment of the annual meeting for further proxy solicitations.
Form Type: PRE 14A
Filing Date: 2025-04-04
Corporate Action: Merger
Type: New
Accession Number: 000121390025028987
Filing Summary: Aquaron Acquisition Corp. is holding its annual stockholders meeting on May 2, 2025, where stockholders will vote on several proposals. Among these, the Extension Amendment aims to extend the deadline for completing a business combination from May 6, 2025, to May 6, 2026, while the Trust Amendment proposes to allow extensions for trust account liquidation also up to twelve months under specified conditions. Furthermore, the meeting will also address the re-election of board members, the ratification of UHY LLP as the independent accounting firm, and an Adjournment Proposal in case of insufficient votes. Notably, Aquaron has been engaged in a merger agreement with HUTURE Ltd. and Bestpath that may impact the business combination deadline. Approval of these proposals will enable Aquaron to adequately prepare for the merger and provide stockholders with an opportunity for further investment.
Additional details:
Proposal Number: 1
Proposal Title: Extension Amendment Proposal
Proposal Description: Amend the Company’s charter to extend the deadline for consummating a business combination.
Proposal Number: 2
Proposal Title: Trust Amendment Proposal
Proposal Description: Amend the Investment Management Trust Agreement to allow the Company to extend the liquidation date of the Trust Account.
Proposal Number: 3
Proposal Title: Director Proposal
Proposal Description: Re-elect five directors to the Company’s board of directors.
Proposal Number: 4
Proposal Title: Auditor Proposal
Proposal Description: Ratify the appointment of UHY LLP as the Company’s independent registered public accounting firm.
Proposal Number: 5
Proposal Title: Adjournment Proposal
Proposal Description: Permit further solicitation and votes if there are insufficient votes for the above proposals.
Merger Agreement Date: 2024-07-12
Merger With: HUTURE Ltd. and Bestpath
Merger Description: Transition to a new business combination agreement following the termination of the Bestpath Merger Agreement due to business reorganization.
Record Date: 2025-04-02
Meeting Url: www.cleartrustonline.com/aqu
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