UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period
ended
For the transition period from ___________ to _____________
Commission File Number:
(Exact Name of Registrant as Specified in Its Charter)
(State of Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (ZIP Code) |
(Registrant’s Telephone Number, Including Area Code)
Indicate by check whether
the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Indicate by check mark
whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation
S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to
submit such files).
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| 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 standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The | ||||
| The | ||||
| The |
As of June 30, 2025,
there were
HUDSON ACQUISITION I CORP.
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
HUDSON ACQUISITION I CORP.
CONDENSED BALANCE SHEETS
| June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Marketable securities held in Trust Account | ||||||||
| Interest receivable in cash and marketable securities held in the Trust Account | ||||||||
| Right-of-use assets, net | ||||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
| Current liabilities: | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Franchise tax payable | ||||||||
| Income tax payable | ||||||||
| Excise tax payable | ||||||||
| Notes payable – bridge loan | ||||||||
| Convertible notes payable – related party | ||||||||
| Short-term lease liabilities | ||||||||
| Total current liabilities | ||||||||
| Deferred underwriting commissions | ||||||||
| Long-term lease liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and Contingencies (Note 4) | ||||||||
| Common stock subject to possible redemption, | ||||||||
| Stockholders’ deficit: | ||||||||
| Common stock, par value $ | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities, redeemable common stock and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited financial statements.
1
HUDSON ACQUISITION I CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
| For the Three Months Ended | For the Three Months Ended | For the Six Months Ended | For the Six Months Ended | |||||||||||||
| June 30, 2025 | June 30, 2024 | June 30, 2025 | June 30, 2024 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Franchise tax expense (reversal) | ( | ) | ||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income: | ||||||||||||||||
| Interest earned on marketable securities held in Trust Account | ||||||||||||||||
| Interest earned on cash account | ||||||||||||||||
| Other income, net | ||||||||||||||||
| (Loss) Income before income taxes | ( | ) | ( | ) | ||||||||||||
| Reversal/provision for income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income attributable to common stock subject to possible redemption- as adjusted | ||||||||||||||||
| Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption | ||||||||||||||||
| Basic and diluted net income per share, common stock subject to possible redemption- as adjusted | $ | $ | $ | $ | ||||||||||||
| Net loss attributable to common stockholders | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted-average common shares outstanding, basic and diluted | ||||||||||||||||
| Net loss per share common share, basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
The accompanying notes are an integral part of these unaudited financial statements.
2
HUDSON ACQUISITION I CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
(UNAUDITED)
| Total | ||||||||||||||||
| Common Stock | Accumulated | Stockholder’s | ||||||||||||||
| Shares | Amount | Deficit | Deficit | |||||||||||||
| Balance, January 1, 2025 | $ | $ | ( | ) | $ | ( | ) | |||||||||
| Accretion of common stock subject to possible redemption | - | ( | ) | ( | ) | |||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||
| Accretion of common stock subject to possible redemption | - | ( | ) | ( | ) | |||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||
| Total | ||||||||||||||||
| Common Stock | Accumulated | Stockholder’s | ||||||||||||||
| Shares | Amount | Deficit | Deficit | |||||||||||||
| Balance, January 1, 2024 | $ | $ | ( | ) | $ | ( | ) | |||||||||
| Accretion of common stock subject to possible redemption | - | ( | ) | ( | ) | |||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||
| Balance, March 31, 2024 | ( | ) | ( | ) | ||||||||||||
| Accretion of common stock subject to possible redemption | - | ( | ) | ( | ) | |||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||
| Balance, June 30, 2024 | ( | ) | ( | ) | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements.
3
HUDSON ACQUISITION I CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Six Months Ended | For the Six Months Ended | |||||||
| June 30, 2025 | June 30, 2024 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Interest earned on marketable securities held in Trust Account | ( | ) | ( | ) | ||||
| Amortization expenses | ||||||||
| Interest expenses | ( | ) | ||||||
| Lease payments | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts payable and accrued expenses | ( | ) | ||||||
| Franchise tax payable | ||||||||
| Income tax payable | ( | ) | ||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | ||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash withdrawn from Trust Account for payment to redeeming stockholders | ||||||||
| Investment of cash in Trust Account | ( | ) | ||||||
| Withdrawal of interest from Trust Account | ||||||||
| Net cash provided by investing activities | $ | $ | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Redemption of common stock | ( | ) | ||||||
| Advances from target company for de-SPAC transaction | ||||||||
| Proceeds of notes payable – related party | ||||||||
| Repayment of borrowing from related parties | ( | ) | ||||||
| Net cash provided by (used in) financing activities | $ | $ | ( | ) | ||||
| NET CHANGE IN CASH | ( | ) | ||||||
| Cash - Beginning of period | ||||||||
| Cash - End of period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Excise tax payable | $ | $ | ||||||
| Accretion of common stock subject to possible redemption | $ | ( | ) | $ | ||||
The accompanying notes are an integral part of these unaudited financial statements.
4
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS
Hudson Acquisition I
Corp. (“Hudson” or the “Company”) was incorporated in the State of Delaware on
Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Hudson Acquisition I Corp.
As of June 30, 2025, the Company had not commenced core operations. All activity for the period from January 13, 2021 (inception) through June 30, 2025 relates to the Company’s formation and raising funds through the initial public offering (“Initial Public Offering”), which is described below, and efforts in identifying a target to consummate an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The registration statement
pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective on October 14,
2022. On October 18, 2022, the Company consummated its Initial Public Offering and sold
Simultaneously with the closing
of the Initial Public Offering, the Company’s sponsor, Hudson SPAC Holding LLC (the “Sponsor”) should have purchased
a total of
October 21, 2022, the
Company closed the sale of
5
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)
Following the closing of the
Initial Public Offering and Overallotment, an amount of $
No compensation of any kind (including finder’s, consulting or other similar fees) will be paid to any of the Company’s existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after the Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination.
The Company intends to use the excess working capital available for miscellaneous expenses such as paying fees to consultants to assist with the search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed estimates, as well as for reimbursement of any out-of-pocket expenses incurred by insiders, officers and directors in connection with activities on the Company’s behalf as described below.
The allocation of the net
proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account
available to pay for income and other tax liabilities, represents the best estimate of the intended uses of these funds. In the event
that the assumptions prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories.
If the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount
necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient as a result of the volatile
interest rate environment, the Company may be required to raise additional capital, the amount, availability and cost of which is currently
unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor
or third parties. The Sponsor has agreed to loan the Company up to an aggregate of $
6
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)
The Company will likely use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, in connection with the Initial Business Combination and to pay expenses relating thereto, including the deferred underwriting discounts payable to the underwriters. To the extent that the Company’s capital stock is used in whole or in part as consideration to effect the Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions.
On November 22, 2024, the Company executed the Business Combination Agreement with Aiways Automobile Europe GmbH, a German limited liability company engaged in the business of developing electric powered vehicles and vehicle (“Aiways”). Consistent with our strategy, we have identified and used general criteria and guidelines that we believe are important in evaluating the targets businesses, and we conducted a thorough due diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information in related to the Aiways Automobile Combination.
To the extent that the Company is unable to consummate an Initial Business Combination, the Company will pay the costs of liquidation from the remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses.
If no business combination
is completed prior to the mandatory liquidation date, the proceeds then on deposit in the Trust Account including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay taxes (less $
In connection with the shares purchased by the founders, the founders waive any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the Initial Public Offering will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an Initial Business Combination.
Extension Amendment
On July 17, 2023, the
Company held the Special Meeting. On June 28, 2023, the record date for the Special Meeting, there were
7
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)
On July 17, 2023, the
Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated
Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The
Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend the date by which
the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month each
time to April 18, 2024 upon the deposit into the Trust Account of $
On April 17, 2024, the
Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State
of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend the
date by which the Company must effect a Business Combination beyond April 18, 2024, up to nine (9) times for an additional
(1) month each time to January 18, 2025, upon the deposit into the Trust Account of $
On July 5, 2024, the
Company held the Special Meeting. On June 4, 2024, the record date for the Special Meeting, there were
On July 10, 2024, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to give the Company the option to extend the date by which the Company must effect a Business Combination beyond January 18, 2025, up to nine (9) times for an additional (1) month each time to October 18, 2025, and will no longer require monthly deposits into the Trust Account as of July 5, 2024.
In connection with the vote
to approve the Extension Amendment, the holders of
On October 15, 2025, the Company
held the Special Meeting. On September 25, 2025, the record date for the Special Meeting, there were
8
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)
On October 15, 2025, the Company filed a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to give the Company the option to extend the date by which the Company must effect a Business Combination beyond October 18, 2025, up to nine (9) times for an additional (1) month each time to July 18, 2026, and will no longer require monthly deposits into the Trust Account.
In connection with the vote
to approve the Extension Amendment, the holders of
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic, Russia-Ukraine war, and the Middle East geopolitical tension on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position and outlook for an Initial Business Combination, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position after any such Initial Business Combination in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control.
Liquidity and Capital Resources
As of June 30, 2025, the Company
had a working capital deficit of $
In connection with the Company’s
assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until July
18, 2026, assuming the monthly extension requirements are satisfied, to consummate a Business Combination (the “Combination Period”).
Following the first extension, the Company was able to extend the date by which an Initial Business Combination must be consummated beyond
July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account
of $
9
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)
Business combination and related agreement
On November 22, 2024, the Company executed the Business Combination Agreement with Aiways Automobile Europe GmbH, a German limited liability company engaged in the business of developing electric powered vehicles and vehicle (“Aiways”). Consistent with our strategy, we have identified and used general criteria and guidelines that we believe are important in evaluating the targets businesses, and we conducted a thorough due diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information in related to the Aiways Automobile Combination.
Nasdaq Compliance
On July 23, 2024, the
Company received a 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 $
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
Based on the Company’s equity information as of July 22, 2024, the Company does not comply with 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. Finally, the Company 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. On July 11, 2025 a Form 25-NSE was filed with the Securities and Exchange Commission (the “SEC”), which removed the Company’s securities from listing and registration on The Nasdaq Stock Market.
10
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)
In response to the Nasdaq delisting notice, the Company has taken the following actions:
| ● | On July 23, 2024, the Company applied to transfer from Nasdaq Global Market to Nasdaq Capital Market. |
| ● | On July 24, 2024, the Company requested a hearing and paid the $ |
| ● | On July 24, 2024, the Company received hearing instructions from Nasdaq, and has secured the hearing date for August 22, 2024. |
The Company submitted its written submission to Nasdaq on August 2, 2024. The Company has also confirmed with Nasdaq that, in the event that the Company is delisted, the delisting will not preclude the combined entity (the de-SPAC entity) from receiving initial listing approval for listing on the Nasdaq Stock Market. In fact, the combined entity will be held to the same quantitative initial listing standards irrespective of the listing status of the SPAC as a business combination resulting in a change of control and/or a de-SPAC business combination necessitates initial listing approval.
The Company filed its Form 10-K for the year ended December 31, 2023 on July 23, 2024. The Company filed its Form 10-Q for the three months ended March 31, 2024 on August 2, 2024.
On August 12, 2024, the Company received a notification from Nasdaq that it has cured its filing discrepancies under Listing Rule 5250(c)(1). The Company has come up with a series of action plans to regain compliance, and presented its case to Nasdaq Panel on its hearing on August 22, 2024.
In connection with the foregoing, and the information presented to the Nasdaq Panel, Nasdaq issued a letter to the Company on September 27, 2024, which stated, in pertinent part, that based on the information presented to the panel, the Company’s request for an exception to complete its plan of compliance has been granted. Thus, the Panel has granted the Company’s request for continued listing on the Exchange, subject to the following:
| 1. | On or before October 4, 2024, the Company shall provide a detailed update to the Panel on the status of its merger with Aiways and the status of all completed transfers of Founder Shares and Private Placement Shares. Additionally, the Company shall provide the Panel and Nasdaq Listing Qualifications Staff with copies of all agreements related to the share transfers. The Panel requests Nasdaq Staff to review the agreements related to the shares transfer and to indicate to the Panel whether any additional deficiencies arise from the transactions. The Company must promptly respond to any requests from Nasdaq Staff for additional information. To date, the Company has completed this first request from Nasdaq. |
| 2. | On or before November 22, 2024, the Company must complete the transfer of the remainder of the Founder Shares and Private Placement Shares and shall provide the Panel with a list of all transferees, a description of how the Company identified the transferee, and a detailed description of any differences in the agreements between each of these transfers and with the agreements for the initial transfers. The Company is in the process of completing this request, and expects to complete this request on or before November 22, 2024. |
| 3. | On or before January 20, 2025, the Company must complete the proposed Business Combination and demonstrate, by means of a listing approval from Nasdaq Staff, compliance with IM-5101-2 and all applicable initial listing requirements for listing the combined company on the Capital Market. |
11
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.)
On January 22, 2025,
the Nasdaq Hearings Panel (“Panel”) has determined to delist the securities of HUDA from the Nasdaq Stock Market. Under the
terms of the Panel’s September 27, 2024 decision, Hudson was required to regain compliance with the minimum total holders
requirement of Listing Rule 5450(a)(2); the requirement to maintain a minimum
NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2024, as filed with the SEC on May 27, 2025. The interim results for the six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025, or for any future periods.
Emerging Growth Company
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
12
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company closed its bank account in April 2025 and there is no active bank account standing under the Company as of June 30,2025. The Company did not have any cash and cash equivalents balance as of June 30, 2025.
Marketable Securities Held in Trust Account
The Company classifies its Marketable Securities as held-to-maturity in accordance with ASC Topic 320 “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Since
the completion of its IPO on October 14, 2022, and through June 30, 2025, the Company withdrew $
13
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.
Offering Costs
Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering.
Common Stock Subject to Possible Redemption
The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit (equity) section of the Company’s balance sheet.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.
As of June 30, 2025 and December 31, 2024, the common stock subject to possible redemption reflected on the condensed balance sheet is reflected in the following table:
| Common stock subject to possible redemption, December 31, 2023 | $ | |||
| Less: | ||||
| Redemption of common stock in connection with Trust Extension | ( | ) | ||
| Add: | ||||
| Accretion of carrying value to redemption value | ||||
| Common stock subject to possible redemption, December 31, 2024 | $ | |||
| Add: | ||||
| Accretion of carrying value to redemption value | ||||
| Common stock subject to possible redemption, June 30, 2025 | $ |
14
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unpaid tax liabilities as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception.
Net (Loss) Income per Share of Common Stock
The Company has two outstanding
classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro
rata between the two classes of stock. The
| Three Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Common stock subject to possible redemption | ||||||||
| Numerator: Earnings allocable to common stock subject to redemption | ||||||||
| Interest earned on marketable securities held in Trust Account, net of taxes | $ | $ | ||||||
| Net income attributable to common stock subject to possible redemption | $ | $ | ||||||
| Denominator: Weighted average common shares subject to redemption | ||||||||
| Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | ||||||||
| Basic and diluted net income per share, common stock subject to possible redemption | $ | $ | ||||||
| Non-Redeemable common stock | ||||||||
| Numerator: Net loss minus net earnings - Basic and diluted | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: net income attributable to common stock subject to redemption | ||||||||
| Net loss attributable to non-redeemable common stock | $ | ( | ) | $ | ( | ) | ||
| Denominator: Weighted average non-redeemable common shares | ||||||||
| Weighted-average non-redeemable common shares outstanding, basic and diluted | ||||||||
| Basic and diluted net loss per share, non-redeemable common stock | $ | ( | ) | $ | ( | ) | ||
15
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Common stock subject to possible redemption | ||||||||
| Numerator: Earnings allocable to common stock subject to redemption | ||||||||
| Net income attributable to common stock subject to possible redemption | $ | $ | ||||||
| Net income attributable to common stock subject to possible redemption | $ | $ | ||||||
| Denominator: Weighted average common shares subject to redemption | ||||||||
| Basic and diluted weighted average shares outstanding, common stock subject to possible redemption | ||||||||
| Basic and diluted net income per share, common stock subject to possible redemption | $ | $ | ||||||
| Non-Redeemable common stock | ||||||||
| Numerator: Net loss minus net earnings - Basic and diluted | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Less: net income attributable to common stock subject to redemption | ||||||||
| Net loss attributable to non-redeemable common stock | $ | ( | ) | $ | ( | ) | ||
| Denominator: Weighted average non-redeemable common shares | ||||||||
| Weighted-average non-redeemable common shares outstanding, basic and diluted | ||||||||
| Basic and diluted net loss per share, non-redeemable common stock | $ | ( | ) | $ | ( | ) | ||
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Depository Insurance Coverage of $
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
16
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Leases
The Company accounts for leases under Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842), and was adopted as of the beginning of the periods presented. The core principle of this standard is that a lessee should recognize the assets and liabilities that arise from leases, by recognizing in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. In accordance with the guidance of Topic 842, leases are classified as finance or operating leases, and both types of leases are recognized on the balance sheet.
The Company recognizes right-of-use
assets and lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating
leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line
basis over the term of the lease. As of June 30, 2025, the Company has
The Company’s right-of-use asset relates to a three-year lease on a Lexus vehicle, which includes an option to purchase at the end of the leases. However, the company has no intention of purchasing the vehicle at the end of the lease term and will return the vehicle to the dealer.
The Company’s lease is capitalized at the present value of the minimum lease payments not yet paid. The Company uses the Company’s incremental borrowing rate for a period comparable to the lease term in order to calculate net present value of the lease liability.
Unit Purchase Option
At the closing of the Initial
Public Offering, the Company sold to the underwriter, for an aggregate of $
17
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Representative Shares
The Company agreed to issue
to the underwriter at the closing of the Initial Public Offering up to
Recent Accounting Pronouncements
The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.
In March 2024, the FASB issued ASU No. 2024-02, Codification Improvements-Amendments to Remove References to the Concepts Statements (“ASU 2024-02”). The amendments in this Update affect a variety of Topics in the Codification. The amendments apply to all reporting entities within the scope of the affected accounting guidance. This update contains amendments to the Codification that remove references to various Concepts Statements. In most instances, the references are extraneous and not required to understand or apply the guidance. In other instances, the references were used in prior statements to provide guidance in certain topical areas. ASU 2024-02 is effective for public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for both interim and annual financial statements that have not yet been issued or made available for issuance. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, “Reporting Comprehensive Income — Expense Disaggregation Disclosures”, which focuses on improving the disclosures about a public business entity’s expenses and address requests from investors for more detailed information about the types of expenses (including purchases of inventory, employee compensation, depreciation, amortization, and depletion) in commonly presented expense captions (such as cost of sales, SG&A, and research and development). ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting the standard and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.
In January 2025, the FASB issued ASU 2025-01, “Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures”. The amendment in ASU 2025-01 amends the effective date of ASC 2024-03 to clarify that all public business entities are required to adopt the guidance in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of is permitted. The Company is currently evaluating the impact of this amendment and does not expect that the adoption of this guidance will have a material impact on its financial position, results of operations and cash flows.
Recent accounting standards that have been issued by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its financial position, results of operations, cash flows or disclosures.
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.
18
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 3 — RELATED PARTY TRANSACTIONS
The Company’s related parties are its sponsor, Hudson SPAC Holding LLC and Pengfei Xie, the Company’s founder and Chief Financial Officer.
Private Placement Units
Simultaneously with the closing
of the Initial Public Offering, the Sponsor should have purchased a total of
Promissory Note — Related Party
On April 5, 2021, as
further amended on April 28, 2021 and September 8, 2022, the Company entered into a promissory note with the Sponsor for principal
amount up to $
On May 6, 2021, the Company
made a drawdown of $
On December 1, 2022,
the Sponsor applied the outstanding balance on the Promissory Note of $
On July 20, 2023, the
Company and the Sponsor amended and restated the promissory note, dated as of April 5, 2021, providing for loans up to $
19
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 3 — RELATED PARTY TRANSACTIONS (cont.)
In connection with the approval
of the extension amendment proposal, on July 18, 2023, the Sponsor entered into a non-interest bearing, unsecured promissory note
issued by the Company in favor of the Sponsor (the “Extension Note”), providing for loans up to the aggregate principal amount
of $
As of June 30, 2025 and December 31,
2024, there was $
Administrative Support Agreement
Commencing on October 14,
2022, the Company has agreed to pay the Sponsor or its affiliate a total of $
NOTE 4 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the (i) the Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, and (ii) Private Placement Units, which were sold simultaneously with the closing of the Initial Public Offering, are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination.
Underwriting Agreement
The underwriters received
a cash underwriting discount of $
20
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 4 — COMMITMENTS AND CONTINGENCIES (cont.)
Excise Tax
The Inflation Reduction Act of 2022
imposes a
As a result, subject to certain
rules, the Excise Tax will apply to any redemption by a U.S.-domiciled SPAC taking place after December 31, 2022, including redemptions
(i) by shareholders in connection with the SPAC’s Initial Business Combination or a proxy vote to extend the lifespan of the
SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC transaction within the required time set forth in its constituent documents,
or (iii) in connection with the wind-up and liquidation of the SPAC. The financial responsibility for such Excise Tax resides
with the Company and the Sponsor. This amount of
At this time, it has been
determined that the IR Act tax provisions have an impact to the Company’s accompanying financial statements as there were redemptions
by the public stockholders in 2023 and 2024; as a result, the Company recorded $
During the second quarter of 2024, the IRS issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.
The Company was unable to
pay its obligation in full and it will be subject to additional interest and penalties which are currently estimated at
In connection with the Company’s
First and Second Extension Meetings, Continental stock transfer & trust (referred as” CST”), acting as trustee of the
Trust Account, distributed redemption proceeds to redeeming public stockholders based on estimated per-share redemption prices. These
prices did not account for certain tax amounts that the Company was entitled to withdraw from the Trust Account to pay income tax liabilities.
As a result, the redemption prices were higher than they should have been, and stockholders were inadvertently overpaid. After discovering
the error, the Company calculated that the total overpayment across all three extensions was $
Unit Purchase Option
At the closing of the Initial
Public Offering, the Company sold to the underwriter, for an aggregate of $
21
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 4 — COMMITMENTS AND CONTINGENCIES (cont.)
Agreement with Aiways Automobile Europe GmbH
On May 14, 2024, the
Company set forth the terms of a proposed business combination transaction, between HUDA and Aiways Automobile Europe GmbH (“Aiways”)
via a Letter Agreement. In connection with the proposed transaction, on May 18, 2024, the Company executed a non-interest bearing
promissory note agreement with Aiways. In the agreement, Aiways agreed to issue a promissory note in the amount of $
On August 31, 2024, the
Company executed a non-interest bearing promissory note agreement with Aiways. Pursuance to the agreement, Aiways agreed to issue a promissory
note in the amount of $
As of June 30, 2025, the balance in the bridge loan from target company for de-SPAC transaction account was $1,500,000.
NOTE 5 — COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets in accordance with ASC 480, “Distinguishing Liabilities from Equity”.
NOTE 6 — STOCKHOLDERS’ DEFICIT
Authorized Shares
The total number of shares
of capital stock, par value of $
Founder’s Shares
At inception, January 13,
2021, the Company issued
22
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 6 — STOCKHOLDERS’ DEFICIT (cont.)
Initial Public Offering
Simultaneously with the closing
of the Initial Public Offering, the Sponsor purchased a total of
On October 21, 2022,
simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional
Rights
Except in cases where the Company is not the surviving company in the Initial Business Combination, each holder of a public right will automatically receive one-fifth (1/5) of a share of common stock upon consummation of the Initial Business Combination. In the event the Company will not be the surviving company upon completion of the Initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-fifth (1/5) of a share underlying each right upon consummation of the Initial Business Combination. The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, holders of Rights must hold such Rights in multiples of 5 in order to receive shares for all of the holder’s rights upon closing of an Initial Business Combination. If the Company is unable to complete an Initial Business Combination within the required time period and redeems the public shares for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire worthless.
NOTE 7 — FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:
| Description: | Level | June 30, 2025 | December 31, 2024 | |||||||
| Assets: | ||||||||||
| Cash and marketable securities held in Trust Account | 1 | $ | $ | |||||||
23
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 7 — FAIR VALUE MEASUREMENTS (cont.)
The marketable securities held in the Trust Account are considered trading securities as they are generally used with the objective of generating profits on short-term differences in price and therefore, the realized and unrealized gain and loss are recorded in the statements of operations and comprehensive loss for the periods presented.
Additionally, there was $
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from Level 3 assets or liabilities during the six months ended June 30, 2025 and 2024.
NOTE 8 — LEASE
Management determined that the Company’s incremental borrowing rate is the risk free rate for the three-year treasury bond on the effective date.
Components of lease expense are as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Amortization of ROU Asset – operating lease | $ | $ | ||||||
| Interest in lease liabilities – operating lease | ||||||||
| Lease expense | ||||||||
| Total lease expense | $ | $ | ||||||
Supplemental balance sheet information related to leases is as follows:
| June 30, 2025 | December 31, 2024 | |||||||
| Operating lease right-of-use assets, gross | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Operating lease right-of-use assets, net | $ | $ | ||||||
| Operating lease liabilities, current portion | ||||||||
| Operating lease liabilities, non-current portion | ||||||||
| Total Operating lease liabilities | $ | $ | ||||||
Future minimum lease payments
are $
24
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
JUNE 30, 2025
NOTE 9 — SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements are available to be issued. Other than below, there are no subsequent events identified that would require disclosure in the financial statements.
On July 2, 2025, the Nasdaq Stock Market announced that it will delist the common stock, unit, and rights of Hudson Acquisition I Corp. Nasdaq will file a Form 25 with the Securities and Exchange Commission to complete the delisting. The delisting will become effective ten days after the Form 25 is filed.
On August 11, 2025, the Company filed a Form 8-K in relation to the overpayment of redemption proceeds.
On September 9, 2025, HUDA
remitted $
On September 30, 2025, HUDA
remitted $
On October 15, 2025, HUDA filed a certificate of amendment (the “Fourth Extension Amendment”) to the Certificate of Incorporation with the Secretary of State of the State of Delaware. The Fourth Extension Amendment amends the Certificate of Incorporation to give the Company the option to extend the date by which the Company must effect a Business Combination beyond October 18, 2025, up to nine (9) times for an additional (1) month each time to July 18, 2026, and will no longer require monthly deposits into the Trust Account.
25
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Statements
References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Hudson Acquisition I Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Hudson SPAC Holding, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on January 13, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our Initial Business Combination using cash from the proceeds of the initial public offering, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an Initial Business Combination will be successful.
On November 22, 2024, the Company executed the Business Combination Agreement with Aiways Automobile Europe GmbH, a German limited liability company engaged in the business of developing electric powered vehicles and vehicle (“Aiways”). Consistent with our strategy, we have identified and used general criteria and guidelines that we believe are important in evaluating the targets businesses, and we conducted a thorough due diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information in related to the Aiways Automobile Combination.
26
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through June 30, 2025 were organizational activities and those necessary to prepare for our initial public offering, described below, and identifying a target for an Initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held after the initial public offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the six months ended June 30, 2025, we had a net loss of $360,472, which consisted of interest earned on marketable securities held in the trust account of $22,793, interest earned on operating cash account of $1, and prior year true up for income tax of $18,000, offset by general and administrative expenses of $395,266, and provision for income taxes of $6,000.
For the six months ended June 30, 2024, we had net loss of $108,631, which consisted of interest earned on marketable securities held in the trust account of $549,587 and interest earned on operating cash account of $1,291, offset by general and administrative expenses of $469,509, franchise tax expense of $24,000, and provision for income taxes of $166,000.
Factors That May Adversely Affect Our Results of Operations
Our results of operations and our ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination.
Liquidity and Capital Resources
On October 18, 2022, we consummated our Initial Public Offering of 6,000,000 Units, at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000. On October 18, 2022, simultaneously with the consummation of the Initial Public Offering, our Sponsor partially consummated the Private Placement by subscribing to 238,500 units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded. On November 30, 2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s purchase of the Private Placement. On December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $500,000 towards the remaining stock subscription balance, which fully funded the Sponsor’s purchase of the Private Placement Units.
On October 21, 2022, we closed the sale of 845,300 Over-allotment Units at $10.00 per unit as a result of the underwriters’ partial exercise of their Over-allotment Option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between us and Chardan Capital Markets, LLC dated October 14, 2022. Each Over-allotment Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one Right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination. Such Over-allotment Units were registered pursuant to our registration statement. As a result of the Overallotment Offering, we received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, we completed the Overallotment Private Placement of additional 31,500 units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between us and our Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.
27
For the six months ended June 30, 2025, cash used in operating activities was $171,984, consisting of a net loss of $360,472, interest received on marketable securities held in the Trust Account of $22,793, a lease payment of $3,599, and an increase in accounts payable and accrued expenses of $210,273, that were partially offset by the amortization expense of $18,276, and interest expense of $2,869.
For the six months ended June 30, 2024, net cash used in operating activities was $747,341. Net loss of $108,631 was offset by a non-cash charge for interest earned on marketable securities held in the Trust Account of $549,587.
For the six months ended June 30, 2025, cash provided by investing activities was $51,760, consisting of cash withdrawn from the Trust Account of $51,760.
For the six months ended June 30, 2024, cash provided by investing activities was $25,395,801, consisting of cash withdrawn from the Trust Account for payment to redeeming stockholders of $25,712,132, cash withdrawn from the Trust Account of $222,456, that was partially offset by an investment of cash in Trust Account of $538,787.
For the six months ended June 30, 2025, cash used in financing activities was $51,466, consisting of the repayment of borrowing from related parties of $120,519, that were partially offset by cash proceeds from the related party borrowing of $171,985.
For the six months ended June 30, 2024, cash used in financing activities was $24,525,029, consisting of cash proceeds from the related party borrowing of $187,103, advances from target company for de-SPAC transaction of $1,000,000, that were partially offset by redemption of common stock of $25,712,132.
As of June 30, 2025, the Company had cash held in the trust account of $1,093,891. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned in the trust account to complete our Initial Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Initial Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2025, the Company had nil cash held outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an Initial Business Combination.
In order to fund finance transaction costs in connection with an Initial Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an Initial Business Combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that an Initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.
If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Initial Business Combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our Initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
28
Franchise and Income Tax Withdrawals from Trust Account
Since the completion of its IPO on October 14, 2022, and through June 30, 2025, the Company withdrew $647,337 from the Trust Account in total to pay its liabilities related to the income taxes and Delaware franchise taxes.. Through June 30, 2025, the Company remitted $215,265 to the Delaware franchise tax authorities, which resulted in excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $432,072. Additionally, as of June 30, 2025, the Company had accrued but unpaid income tax liability of $931,000, unpaid excise tax liability of $719,176 and unpaid liability for the Delaware franchise tax of $298,886. As of June 30, 2025, the Company had used all of the funds withdrawn from the Trust Account for payments of other operating expenses not related to taxes. Management determined that this use of funds was not in accordance with the Trust Agreement. On September 9, 2025, the Company remitted $236,286 to the Delaware franchise tax authorities, which resulted in excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $195,786.
The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.
Going Concern
In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until July 18, 2026, assuming the monthly extension requirements are satisfied, to consummate a Business Combination. We are able to extend the date by which an Initial Business Combination must be consummated beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 each calendar month. We are able to extend the date by which an Initial Business Combination must be consummated beyond April 18, 2024 up to an additional nine times for an additional one month each time to January 18, 2025 upon the deposit into the Trust Account of $25,000 each calendar month, with monthly extension payments ceasing on July 5, 2024. We are able to extend the date by which an Initial Business Combination must be consummated beyond January 18, 2025 up to nine times for an additional one month each time to October 18, 2025. We are able to extend the date by which an Initial Business Combination must be consummated beyond October 18, 2025 up to nine times for an additional one month each time to July 18, 2026. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. Management intends to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the end of the Combination Period.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2025.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than a three-year operating lease for a Lexus vehicle with an effective date of October 29, 2024, and will be expired in October 2027. This lease offers a purchase option at the end of the lease term and the Company has determined not to exercise it. The vehicle lease was classified as an operating lease.
As of June 30, 2025, we had recorded deferred underwriting commissions and representative shares of $2,723,060 payable only upon completion of our Initial Business Combination, which consisted of commissions payable in cash of $2,395,855 and representative shares issued in connection with the Initial Public Offering. We agreed to issue to the underwriter at the closing of the Initial Public Offering 136,906 representative shares (“Representative Shares”), due to the partial exercise of the over-allotment, which will be issued upon the completion of our Initial Business Combination.
29
Critical Accounting Estimates
The preparation of the financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
The Company’s significant accounting estimates include but not limited to the valuation allowance for deferred tax assets and estimates and assumptions that affect the fair value of convertible promissory notes.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, namely our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting (as defined in Rule 13a-15(f) ender the Exchange Act) includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management (with the participation of the CEO and CFO) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2025.
Changes in Internal Control over Financial Reporting
During the period from January 13, 2021 through June 30, 2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
30
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On October 18, 2022, we consummated our Initial Public Offering of 6,000,000 Units, at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000. On October 18, 2022, simultaneously with the consummation of the Initial Public Offering, our Sponsor partially consummated the Private Placement by subscribing to 238,500 units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded.
On October 21, 2022, we closed the sale of 845,300 Over-allotment Units at $10.00 per unit as a result of the underwriters’ partial exercise of their Over-allotment Option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between us and Chardan Capital Markets, LLC dated October 14, 2022. Each Over-allotment Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one Right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination. Such Over-allotment Units were registered pursuant to our registration statement. As a result of the Overallotment Offering, we received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, we completed the Overallotment Private Placement of additional 31,500 units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between us and our Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.
For a description of the use of the proceeds generated in our Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
31
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
| * | Filed herewith. |
32
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, thereunto duly authorized.
| HUDSON ACQUISITION I CORP. | ||
| Date: October 17, 2025 | By: | /s/ Warren Wang |
| Warren Wang | ||
| Chief Executive Officer (Principal Executive Officer) | ||
| Date: October 17, 2025 | By: | /s/ Pengfei Xie |
| Pengfei Xie | ||
| Chief Financial Officer (Principal Financial and Accounting Officer) | ||
33