Form 8-K - Current report

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

November 4, 2024

Date of Report (Date of earliest event reported)

 

Aquaron Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware		001-41470		86-2760193
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

515 Madison Ave. 8th Floor New York NY		10022
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of one Common Stock and one Right		AQUNU		The Nasdaq Stock Market LLC
Common Stock		AQU		The Nasdaq Stock Market LLC
Rights, each right entitling the holder to receive one-fifth of one share of Common Stock		AQUNR		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

The disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

On November 5, 2024, Aquaron Acquisition Corp. (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $20,000 (the “Note”) to HUTURE Ltd. (“Huture”) in exchange for Huture depositing such amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination. The Note does not bear interest and mature upon closing of a business combination by the Company. In addition, the Note may be converted by the holder into shares of common stock of the Company identical to the common stock issued in the Company’s initial public offering at a price of $10.00 per unit (each unit is consisted of one share of common stock and one right to receive one-fifth (1/5) of a share of common stock).

 

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

 

Nasdaq Hearings Panel Decision

 

On November 4, 2024, the Company received a decision letter from the Nasdaq Hearings Panel (“Panel”) granting the Company’s request to continue its listing on The Nasdaq Stock Market LLC (“Nasdaq”), subject to the condition that, on or before February 24, 2025, the Company shall demonstrate compliance with Nasdaq Listing Rule 5505 (the “Rule”). This decision follows the Company’s hearing before the Panel on October 17, 2024, regarding its non-compliance with Nasdaq Listing Rule 5550(a)(3) (the “Minimum Public Holders Rule”).

 

As previously reported in a Current Report on Form 8-K filed on August 30, 2024, the Company received a deficiency letter from Nasdaq’s Listing Qualifications Department (the “Staff”) indicating that the Company did not timely regain compliance with the Minimum Public Holders Rule. The Company requested a hearing before the Panel, at which it presented its plan to evidence compliance with the initial listing criteria set forth in the Rule upon the completion of its proposed business combination with Huture.

 

In its written notice, the Panel stated that during the granted exception period the Company must promptly notify the Panel of any significant developments, particularly any event, condition or circumstance that may impact its ability to meet the terms of the exception granted by the Panel and that the Panel reserves the right to reconsider the granted exception in such an instance. The Company is diligently working to timely satisfy the terms of the Panel’s decision; however, there can be no assurance that the Company will be able to do so. In the event that the Company is unable to meet the terms of the Panel’s decision, the Company will be subject to delisting from Nasdaq.

 

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Forward Looking Statements

 

Certain statements in this Current Report on Form 8-K may be considered forward-looking statements. Forward-looking statements generally relate to future events or the future financial or operating performance of the Company. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Such statements may include, but are not limited to, statements regarding the Company’s expectations regarding a hearing before the Panel and a stay of the suspension of trading on the Company’s securities. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company, are inherently uncertain.

 

Nothing in this Current Report on Form 8-K should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, the Company does not undertake any duty to update these forward-looking statements.

 

Item 8.01 Other Events

 

The Company issued the release filed herewith on November 6, 2024. The materials attached as Exhibit 99.1 are incorporated by reference herein.

 

Exhibit No.		Description
99.1		Press Release dated November 6, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: November 6, 2024

 

AQUARON ACQUISITION CORP.
By:	/s/ Yi Zhou
Name:	Yi Zhou
Title:	Chief Executive Officer

 

 

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Exhibit 99.1

 

Aquaron Acquisition Corp. Announces Additional Contribution to Trust Account to Extend Period to Consummate Business Combination

 

NEW YORK, November 6, 2024 /PRNewswire/ -- Aquaron Acquisition Corp. (NASDAQ: AQU, the “Company”), a special purpose acquisition company, announced today that HUTURE Ltd. (“Huture”) has deposited into the Company’s trust account (the “Trust Account”) an aggregate of $20,000, in order to extend the period of time the Company has to complete a business combination for one additional month, from November 6, 2024 to December 6, 2024. The Company issued a promissory note to Huture with a principal amount equal to the amount deposited. The promissory note bears no interest and is convertible into the Company’s shares of common stock at a price of $10.00 per unit (each unit is consisted of one share of common stock and one right to receive one-fifth (1/5) of a share of common stock) at the closing of a business combination by the Company. The purpose of the extension is to provide more time for the Company to complete a business combination.

 

About Aquaron Acquisition Corp.

 

Aquaron Acquisition Corp. is a Delaware corporation incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although it intends to focus on operating businesses in the new energy sector. The Company affirmatively excludes as an initial business combination target any company of which financial statements are audited by an accounting firm that the United States Public Company Accounting Oversight Board is unable to inspect for two consecutive years beginning in 2021 and any target company with China operations consolidated through a VIE structure.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements, including the successful consummation of the Company’s initial public offering, are subject to risks and uncertainties, which could cause actual results to differ from the forward looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Yi Zhou

Aquaron Acquisition Corp.

Cover	Nov. 04, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 04, 2024
Entity File Number	001-41470
Entity Registrant Name	Aquaron Acquisition Corp.
Entity Central Index Key	0001861063
Entity Tax Identification Number	86-2760193
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	515 Madison Ave
Entity Address, Address Line Two	8th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	646
Local Phone Number	970 2181
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of one Common Stock and one Right
Title of 12(b) Security	Units, each consisting of one share of one Common Stock and one Right
Trading Symbol	AQUNU
Security Exchange Name	NASDAQ
Common Stock [Member]
Title of 12(b) Security	Common Stock
Trading Symbol	AQU
Security Exchange Name	NASDAQ
Rights, each right entitling the holder to receive one-fifth of one share of Common Stock
Title of 12(b) Security	Rights, each right entitling the holder to receive one-fifth of one share of Common Stock
Trading Symbol	AQUNR
Security Exchange Name	NASDAQ

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