Form 425 - Prospectuses and communications, business combinations
June 04 2024 - 6:03AM
Edgar (US Regulatory)
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
June 4, 2024
Date of Report (Date of earliest event reported)
Aquaron Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
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001-41470 |
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86-2760193 |
(State or other jurisdiction
of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer
Identification No.) |
515 Madison Ave. 8th Floor
New York NY |
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10022 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including
area code: (646) 970-2181
N/A
(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 |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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☐ |
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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock |
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AQU |
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The Nasdaq Stock Market LLC |
Rights |
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AQUNR |
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The Nasdaq Stock Market LLC |
Units |
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AQUNU |
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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 June 4, 2024, Aquaron Acquisition Corp. (the
“Company”) issued an unsecured promissory note in the aggregate principal amount of $20,000 (the “Note”)
to Bestpath IoT Technology Ltd. (“Bestpath”) in exchange for Bestpath 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 8.01 Other Events
The Company issued the release filed herewith on June 4, 2024. The
materials attached as Exhibit 99.1 are incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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: June 4, 2024
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AQUARON ACQUISITION CORP. |
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By: |
/s/ Yi Zhou |
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Name: |
Yi Zhou |
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Title: |
Chief Executive Officer |
2
Exhibit 99.1
Aquaron Acquisition Corp. Announces Additional
Contribution to Trust Account to Extend Period to Consummate Business Combination
NEW YORK, June 4, 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 $20,000, in order to extend the period of time the Company has to complete a business combination
for one additional month, from June 6, 2024 to July 6, 2024. The Company issued a promissory note to Bestpath 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.
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