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 Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 23, 2024

 

HUDSON ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41532		86-2712843
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

19 West 44th Street, Suite 1001
New York, NY		10036
(Address of principal executive offices)		(Zip Code)

 

[phone]

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, 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 (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Right		HUDA U		The Nasdaq Stock Market LLC
Shares of Common Stock, par value $0.0001 per share		HUDA		The Nasdaq Stock Market LLC
Rights, each to receive one-fifth (1/5) of a share of Common Stock		HUDA R		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 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

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

 

On July 23, 2024, Hudson Acquisition I Corp. (the “Company”) received notice from The NASDAQ Stock Market (“Nasdaq”) that its securities will be delisted from The Nasdaq Global Market. On December 15, 2023, the staff of Nasdaq (the “Staff”) notified the Company that the market value of its listed securities had been below the minimum $50,000,000 required for continued listing as set forth in Listing Rule 5450(b)(2)(A) (the “Rule”) for the previous 30 consecutive trading days.1 Therefore, in accordance with Listing Rule 5810(c)(3)(C), the Company was provided 180 calendar days, or until June 12, 2024, to regain compliance with the Rule. However, the Company did not regain compliance with the Rule.

 

In addition, based on the Staff’s review of the Company’s Definitive Proxy Statement filed June 24, 2024, the Staff determined that the Company does not comply Listing Rule 5450(b)(2)(A), requiring a minimum 1,100,000 Publicly Held Shares, and Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million Market Value of Publicly Held Shares requirement. While companies are normally afforded compliance periods or the ability to submit a plan of compliance in order to be granted time to regain compliance, the Staff has determined to apply more stringent criteria as permitted under Listing Rule 5101 to delist the Company’s securities from The Nasdaq Global Market.

 

Additionally, on July 23, 2024, Nasdaq determined to halt trading in the Company’s securities. The Staff’s determination is based on the fact that the Company fails to comply with multiple requirements for continued listing on the Nasdaq Global Market by significant margins that make the continued listing of the securities on Nasdaq inadvisable or unwarranted.

 

According to the Definitive Proxy Statement, the Company’s Publicly Held Shares was approximately 105,000 shares, and as a result, the Staff determined that the Company no longer complies with the 1,100,000 minimum Publicly Held Shares requirement and the minimum $15 million Market Value of Publicly Held Shares requirement. The Staff determined that as of July 22, 2024, the Company’s Market Value of Listed Securities was $23,828,956, its Market Value of Publicly Held Shares was $1.3 million, and it had 105,000 Publicly Held Shares. Additionally, the Company does not comply with either of the alternatives requirements for continued listing on the Nasdaq Global Market under Listing Rules 5450(b)(1) or 5450(b)(3), or the requirement for continued listing on the Nasdaq Capital Market under Listing Rule 5550.

 

Additionally, the Staff has concerns that the Company may also no longer comply with the minimum 400 Total Holders requirement of Listing Rule 5450(a)(2) due to the substantial number of shareholder redemptions and low number of shares remaining outstanding. This matter serves as an additional and separate basis for delisting.

 

Finally, the Company has failed to timely file its Form 10-K for the year ended December 31, 2023, and its Form 10-Q for the period ended March 31, 2024, as required by Listing Rule 5250(c)(1). Accordingly, these matters each serve as additional and separate basis for delisting.

 

Under Listing Rule 5810, a company that fails to comply with the continued listing requirements is normally afforded a compliance period or the ability to submit a plan of compliance in order to be granted time to regain compliance. However, given that the Company fails to comply with multiple continued listing requirements by such significant margins, and that each of these requirements is related to the security’s liquidity necessary to maintain a fair and orderly market, the Staff has determined to apply more stringent criteria pursuant to its discretionary authority set forth in Listing Rule 5101. Accordingly, the Staff has concluded that continued listing is inappropriate and to delist the Company’s securities in order to maintain the quality of and public confidence in the Nasdaq market, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest.

 

Accordingly, the Staff has determined that the Company’s securities will be delisted from The Nasdaq Global Market. In that regard, unless the Company requests an appeal of this determination by July 30, 2024, as described below, trading of the Company’s ordinary shares, warrants, and units will be suspended at the opening of business on August 1, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

 

1

 

 

The Company may appeal the Staff’s determination to a Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. Hearings are typically scheduled to occur approximately 30-45 days after the date of the hearing request. A request for a hearing regarding a delinquent filing will stay the suspension of the Company’s securities only for a period of 15 days from the date of the request.

 

When the Company requests a hearing, it may also request a stay of the suspension, pending the hearing. The request should include an explanation of why an extended stay is appropriate. A Panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable but in any event no later than 15 calendar days following the deadline to request the hearing.

 

Requests for a hearing and for an extended stay should be submitted electronically through Nasdaq’s Listing Center, and must be received no later than 4:00 Eastern Time on June 30, 2024. If a request is not received by that date and time, trading in the Company’s shares will be suspended on the second business day following the deadline. The request for a hearing should be accompanied by confirmation of a wire transfer of the fee for a hearing. The fee for a hearing is $20,000.

 

The Company has requested a hearing and has paid the fee for the hearing. The company has secured the filing date for August 22, 2024 from Nasdaq.

 

ITEM 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release dated July 26, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

2

 

 

SIGNATURE

 

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: July 26, 2024

 

HUDSON ACQUISITION I CORP.
By:	/s/ Warren Wang
Name:	Warren Wang
Title	Chief Executive Officer

 

 

3

 

Exhibit 99.1

 

 

Hudson Acquisition I Corp. Announces Receipt of Nasdaq Delisting Notice, Submission of a Hearing Request and Initiation of Compliance Measures

 

NEW YORK, -- Hudson Acquisition I Corp. (the “Company” or “HUDA”) (Nasdaq: HUDA) today announced that it received a delisting notification letter (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) on July 23, 2024. The Notice informs the Company of its noncompliance with Nasdaq’s continued listing requirements. Unless this determination is successfully appealed, the Company’s securities will be delisted from the Nasdaq Global Market.

 

The Notice specifies that unless the Company requests an appeal of this determination by July 30, 2024, trading of the Company’s ordinary shares, warrants, and units will be suspended at the opening of business on August 1, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registration on The Nasdaq Stock Market.

 

The delisting determination arises from the Company’s failure to meet several Nasdaq continued listing requirements. Specifically, the Company is noncompliant with Nasdaq Listing Rule 5450(b)(2)(A) due to its market value of listed securities being below the required $50,000,000 for the preceding 30 consecutive trading days. Additionally, the Company does not meet Listing Rule 5450(b)(2)(A) concerning the minimum requirement of 1,100,000 publicly held shares, as it currently has approximately 105,000 shares. Furthermore, the Company fails to satisfy Listing Rule 5450(b)(2)(C), which mandates a minimum market value of $15 million for publicly held shares; as of July 22, 2024, the Company’s market value of publicly held shares is approximately $1.3 million.

 

The Company is also noncompliant with Listing Rules 5450(b)(1) and 5450(b)(3) for the Nasdaq Global Market’s alternative listing criteria, and it does not meet the Nasdaq Capital Market’s requirements under Listing Rule 5550. Additionally, the Company may be in violation of Listing Rule 5450(a)(2) due to an insufficient number of total holders. Lastly, the Company has failed to timely file its Form 10-K for the year ended December 31, 2023, and Form 10-Q for the period ended March 31, 2024, in breach of Listing Rule 5250(c)(1).

 

The Notice further outlines that the Company has the right to request a hearing before a Nasdaq Hearings Panel (the “Panel”) to appeal the Staff Determination. This appeal request will temporarily stay the suspension of the Company’s securities for a period of 15 days from the date of the request.

 

In response to the Notice, the Company has taken prompt action to address these issues. Specifically, the Company has:

 

1.

Filed the Form 10-K for the year ended December 31, 2023, on July 23, 2024, and expects to file the Form 10-Q for the period ended March 31, 2024, within the next ten (10) business days;

 

2.

Applied to transfer from the Nasdaq Global Market to the Nasdaq Capital Market and received a case ID on July 24, 2024;

 

3.

Submitted a Hearing Request on July 24, 2024, and secured a Hearing date for August 22, 2024;

 

4.

Received instructions for the Hearing from Nasdaq and is preparing materials to be submitted by August 2, 2024.

 

 

 

The Company has also engaged in multiple discussions with Nasdaq since July 23, 2024, to explore various measures for regaining compliance. As of the date of this release, these discussions are ongoing.

 

In the event that HUDA is delisted, the delisting of the SPAC will not preclude the combined entity, or the deSPAC entity from receiving initial listing approval for listing on the Nasdaq Stock Market. The combined entity will be subject to the same quantitative initial listing standards as any SPAC, regardless of the SPAC’s prior listing status.

 

Hudson Acquisition I Corp. is committed to presenting a comprehensive plan to regain compliance with Nasdaq’s listing requirements and to seek an extension for continued listing while working towards a return to compliance.

 

About Hudson Acquisition I Corp.

 

Hudson Acquisition I 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. The Company affirmatively excludes as an initial business combination with a target company of which financial statements are audited by an accounting firm that the United States Public Company Accounting Oversight Board is unable to inspect.

 

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 search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. 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, except as may be required by law.

 

Company Contact

 

Hudson Acquisition I Corp.

Pengfei Xie
Telephone: [phone]

 

Investor and Media Contact:

 

International Elite Capital Inc.

Annabelle Zhang
Telephone: [phone]

Email: [e-mail]

 

 

 

 

Cover	Jul. 23, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 23, 2024
Entity File Number	001-41532
Entity Registrant Name	HUDSON ACQUISITION I CORP.
Entity Central Index Key	0001853047
Entity Tax Identification Number	86-2712843
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	19 West 44th Street
Entity Address, Address Line Two	Suite 1001
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	347
Local Phone Number	410 4710
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 Common Stock and one Right
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Right
Trading Symbol	HUDA U
Security Exchange Name	NASDAQ
Shares of Common Stock, par value $0.0001 per share
Title of 12(b) Security	Shares of Common Stock, par value $0.0001 per share
Trading Symbol	HUDA
Security Exchange Name	NASDAQ
Rights, each to receive one-fifth (1/5) of a share of Common Stock
Title of 12(b) Security	Rights, each to receive one-fifth (1/5) of a share of Common Stock
Trading Symbol	HUDA R
Security Exchange Name	NASDAQ

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