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 ...

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of $98,814, compared to a net income of $151,806 for the same period in 2023, representing a decrease of approximately 35%[131]. - The company had a working capital deficit of $2,202,884 as of March 31, 2024, indicating liquidity challenges[136]. - As of March 31, 2024, the company had $27,695 in cash, highlighting significant liquidity constraints[136]. - The company incurred significant general and administrative expenses of $79,082 for the three months ended March 31, 2024[131]. Business Combinations 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[119]. - The mergers will result in the issuance of up to 10,000,000 PubCo Ordinary Shares to Huture's shareholders based on certain milestones related to consolidated revenue for fiscal years 2024 and 2025[120]. - The company has entered into a new business combination agreement following the termination of the Bestpath Merger Agreement due to a reorganization by Bestpath[116]. - The company expects to continue incurring significant professional costs to remain publicly traded and pursue a Business Combination[137]. - The company has until August 6, 2024, to consummate a Business Combination, after which a mandatory liquidation will occur if not completed[137]. Stockholder Redemptions - 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[124]. - An aggregate of 2,124,738 shares with a redemption value of approximately $23.5 million (or $11.04 per share) were tendered for redemption during the annual stockholder meeting on April 30, 2024[125]. - The company recorded an excise tax liability of $259,438 as of December 31, 2023, due to stockholder redemptions in June 2023[115]. Compliance and Regulatory Matters - The company is monitoring compliance with Nasdaq Listing Rules after receiving notices regarding non-compliance with public holder requirements and timely filings[127][128][129]. - The company expects to incur increased expenses due to being a public company, including legal, financial reporting, and due diligence expenses[130]. Financing and Capital Structure - The company generated gross proceeds of $50,000,000 from its IPO by selling 5,000,000 Units at an offering price of $10.00 per Unit[133]. - 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[141]. - The company has received loans totaling $449,780 from the Sponsor during 2023 to cover transaction costs related to the Business Combination[136]. - The company has no off-balance sheet financing arrangements as of March 31, 2024, indicating a straightforward financial structure[139].

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]

Company Overview - Aquaron Acquisition Corp. is a Delaware corporation established as a blank check company aimed at engaging in various business combinations, including mergers and asset acquisitions [2] - The company intends to focus on operating businesses in the new energy sector, while excluding companies audited by firms that the U.S. Public Company Accounting Oversight Board cannot inspect for two consecutive years starting in 2021, and any target with China operations consolidated through a VIE structure [2] Recent Developments - Bestpath IoT Technology Ltd. has deposited $20,000 into Aquaron's trust account to extend the deadline for completing a business combination by one month, from June 6, 2024, to July 6, 2024 [1] - A promissory note was issued to Bestpath for the deposited amount, which is interest-free and convertible into the company's common stock at a price of $10.00 per unit upon the closing of a business combination [1]

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].