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2025-11-06
2025-11-06
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
November
6, 2025
Date
of Report (Date of earliest event reported)
Aquaron
Acquisition Corp.
(Exact
Name of Registrant as Specified in its Charter)
| Delaware |
|
001-41470 |
|
86-2760193 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
515
Madison Ave. 8th Floor
NY |
|
10022 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (646) 970-2181
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☒ |
Written
communications pursuant to Rule 425 under the Securities Act |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to
Section 12(b) of the Act: None
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01. Entry into a Material Definitive Agreement.
The
disclosure contained in Item 2.03 is incorporated by reference in this Item 1.01
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On
November 6, 2025, Aquaron Acquisition Corp. (the “Company”) issued an unsecured promissory note in the aggregate principal
amount of $16,198.05 (the “Note”) to HUTURE Ltd. (“Huture”) in exchange for Huture depositing such
amount into the Company’s trust account in order to extend the amount of time it has available to complete a business combination.
The Note does not bear interest and mature upon closing of a business combination by the Company. In addition, the Note may be converted
by the holder into shares of common stock of the Company identical to the common stock issued in the Company’s initial public offering
at a price of $10.00 per unit (each unit is consisted of one share of common stock and one right to receive one-fifth (1/5) of a share
of common stock).
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
November 6, 2025
AQUARON
ACQUISITION CORP.
| By: |
/s/
Yi Zhou |
|
| Name: |
Yi
Zhou |
|
| Title: |
Chief
Executive Officer |
|
2