Company Description
Aquaron Acquisition Corp (AQUC) is a special purpose acquisition company, or SPAC. According to its SEC filings, Aquaron Acquisition Corp is an emerging growth company that was formed to complete a business combination. A business combination in this context generally refers to a merger, share exchange, asset acquisition, stock purchase, reorganization or similar transaction with one or more operating businesses, as described in its reports.
The company’s filings show that it does not have securities registered under Section 12(b) of the Securities Exchange Act, and it identifies itself as an emerging growth company under applicable SEC rules. Aquaron Acquisition Corp has issued unsecured promissory notes to support extensions of the time available to complete a business combination, and these notes are linked to deposits into the company’s trust account.
Business structure and financing arrangements
In multiple Form 8-K filings, Aquaron Acquisition Corp reports issuing unsecured promissory notes to HUTURE Ltd. In each case, HUTURE Ltd deposits a specified amount into the company’s trust account so that Aquaron Acquisition Corp can extend the period it has to complete a business combination. The notes described in the filings do not bear interest and are structured to mature upon the closing of a business combination by the company.
The filings also state that each note may be converted by the holder into shares of common stock of Aquaron Acquisition Corp. The conversion terms reference the common stock issued in the company’s initial public offering, at a price of $10.00 per unit. Each unit described in the filings consists of one share of common stock and one right to receive one-fifth of a share of common stock.
Regulatory disclosures and status
In the Form 8-K reports provided, Aquaron Acquisition Corp discloses that it uses the 8-K to report entry into material definitive agreements and the creation of direct financial obligations or obligations under off-balance sheet arrangements. The company indicates that the disclosure contained in Item 2.03 is incorporated by reference into Item 1.01, reflecting that the promissory note arrangements are treated as material agreements.
The filings also include check boxes indicating that the company is an emerging growth company under Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Securities Exchange Act of 1934. In certain filings, Aquaron Acquisition Corp also checks the box for written communications pursuant to Rule 425 under the Securities Act, signaling that the 8-K may also serve as written communication in connection with a potential transaction, as described in the form.
Trust account and extension mechanism
Based on the 8-K disclosures, Aquaron Acquisition Corp maintains a trust account and uses deposits from HUTURE Ltd to extend the time it has to complete a business combination. Each reported promissory note is issued in exchange for HUTURE Ltd depositing a matching amount into this trust account. This mechanism allows the company to continue pursuing a business combination beyond its original deadline, subject to the terms described in its governing documents and SEC filings.
The notes described in the filings are unsecured, do not bear interest, and are repayable or convertible upon the closing of a business combination. The conversion feature links the notes to the company’s equity structure by allowing the holder to receive shares of common stock identical to those issued in the initial public offering, at a specified unit price and with rights to additional fractional shares as outlined in the filings.
Location and corporate information
The Form 8-K filings list a New York, New York location in the company’s header information. The filings also note that there is no change in former name or former address where indicated as “N/A.” These filings provide formal corporate and contact information for regulatory purposes, along with the company’s status as an emerging growth company.
Investor considerations and filings
Investors researching Aquaron Acquisition Corp can use its SEC filings, including the 8-K reports summarized here, to understand how the company finances its search for a business combination, the terms of its promissory notes, and the structure of its units and rights. The repeated use of unsecured promissory notes with a conversion feature and deposits into a trust account are central elements of how the company extends its timeline to complete a business combination, as described in the provided filings.
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