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Aquaron Acquisition (AQU) - 2024 Q1 - Quarterly Report

Financial Performance - For the three months ended March 31, 2024, the company reported a net income of 98,814,comparedtoanetincomeof98,814, 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 2,202,884asofMarch31,2024,indicatingliquiditychallenges[136].AsofMarch31,2024,thecompanyhad2,202,884 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 79,082forthethreemonthsendedMarch31,2024[131].BusinessCombinationsandMergersThecompanyenteredintoamergeragreementwithHUTURELtd.thatimpliesacurrentequityvalueofHutureat79,082 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(or25,943,773 (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 23.5million(or23.5 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 259,438asofDecember31,2023,duetostockholderredemptionsinJune2023[115].ComplianceandRegulatoryMattersThecompanyismonitoringcompliancewithNasdaqListingRulesafterreceivingnoticesregardingnoncompliancewithpublicholderrequirementsandtimelyfilings[127][128][129].Thecompanyexpectstoincurincreasedexpensesduetobeingapubliccompany,includinglegal,financialreporting,andduediligenceexpenses[130].FinancingandCapitalStructureThecompanygeneratedgrossproceedsof259,438 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 10.00perUnit[133].Theunderwritersareentitledtoadeferredfeeof10.00 per Unit[133]. - The underwriters are entitled to a deferred fee of 0.35 per public share, totaling 1,896,013,payableonlyuponcompletionofaBusinessCombination[141].Thecompanyhasreceivedloanstotaling1,896,013, 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].