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  4. [8-K] Aquaron Acquisition Corp. Reports Material Event

Strong vote lets Aquaron Acquisition (AQUC) extend SPAC merger deadline with monthly trust payments

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8-K

Rhea-AI Filing Summary

Aquaron Acquisition Corp. reported that stockholders approved changes giving the SPAC up to twelve additional one‑month extensions to complete a business combination beyond May 6, 2026, in exchange for monthly deposits into its trust account.

The company amended both its Amended and Restated Certificate of Incorporation and its Investment Management Trust Agreement to permit these monthly extensions, with each one funded by a payment of $0.033 per public share into the trust account. Stockholders strongly backed both proposals, with 1,623,071 votes for and 37 against.

Aquaron also issued an unsecured $4,000 promissory note to HUTURE Ltd., which bears no interest and becomes payable when the company completes a business combination with Huture. The note may be converted into units at $10.00 per unit, each unit consisting of one share of common stock and a right to receive one‑fifth of a share. On May 7, 2026, the company deposited a $4,000 extension payment into the trust account to fund the next one‑month extension.

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Insights

Aquaron secures shareholder approval to extend its SPAC life in small, month‑by‑month steps.

Aquaron Acquisition Corp. obtained stockholder approval to amend its charter and trust agreement so it can extend its SPAC deadline in up to twelve one‑month increments past May 6, 2026. Each extension requires a deposit of $0.033 per public share into the trust account, which modestly tops up the cash held for public investors.

The filing shows strong shareholder support: 1,623,071 votes for and only 37 against, with 96.765% of eligible shares represented. This suggests investors are willing to give the sponsor more time to complete a deal rather than liquidate now, while still receiving incremental trust contributions for each extension.

The company also issued a small, interest‑free $4,000 promissory note to HUTURE Ltd., payable at closing of their business combination and convertible into units at $10.00 per unit. The scale is minimal, so the main takeaway is the extension framework and shareholder backing rather than balance‑sheet impact. Future filings about any definitive business combination with Huture will determine how this extended runway is ultimately used.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.03 Material Modification to Rights of Security Holders Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Monthly extension deposit $0.033 per public share Required funding for each one-month SPAC deadline extension
Promissory note to HUTURE $4,000 Unsecured, interest-free note payable at business combination closing
Conversion price $10.00 per unit Price for converting the promissory note into units
Shares entitled to vote 1,731,047 shares Common stock eligible to vote at April 23, 2026 record date
Shares represented 1,623,108 shares Shares present or by proxy at the May 7, 2026 special meeting
Meeting turnout 96.765% Percentage of entitled shares represented at the special meeting
Votes for extension 1,623,071 for, 37 against Results for both charter extension and trust amendment proposals
Initial extension payment $4,000 Deposit into trust account on May 7, 2026 to fund extension
Investment Management Trust Agreement financial
"entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated October 3, 2022"
A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.
Trust Account financial
"liquidate the trust account established by the Company in connection with the initial public offering (the “IPO”) of the Company (the “Trust Account”)"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Amended and Restated Certificate of Incorporation regulatory
"the Company adopted and on the same date filed its Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Emerging growth company regulatory
"Emerging growth company Item 1.01. Entry into a Material Definitive Agreement."
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
forward-looking statements regulatory
"includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Business Combination financial
"the date on which the Company consummates a business combination with Huture (the “Business Combination”)"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
Understanding 8-K Material Events →
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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

 

Date of Report (Date of earliest event reported): May 7, 2026

 

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)   (IRS Employer
Identification No.)

 

515 Madison Ave. 8th Floor

New York, NY

   10022
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 970-2181

 

Not Applicable
(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 (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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.

 

Trust Agreement Amendment

 

As approved by its stockholders at the Special Meeting (defined below), Aquaron Acquisition Corp., a Delaware corporation (the “Company,” “we,” “us” or “our”) entered into an amendment (the “Trust Agreement Amendment”) to the Investment Management Trust Agreement, dated October 3, 2022 (the “Trust Agreement”), with Continental Stock Transfer & Trust Company, as trustee (“Trustee”). The Trust Agreement Amendment allows the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the initial public offering (the “IPO”) of the Company (the “Trust Account”) if the Company has not completed its initial business combination (“Extension”), on a monthly basis up to twelve times from May 6, 2026 to May 6, 2027 (the later such date actually extended being referred to as the “Extended Date”), by depositing into the trust account $0.033 per public share for each one-month extension.

 

The Trust Agreement Amendment is filed as Exhibit 10.1 hereto, which is incorporated herein by reference.

 

Promissory Note

 

The Company issued, on May 7, 2026, an unsecured promissory note in the total principal amount of $4,000 (the “Promissory Note”) to HUTURE Ltd. (“Huture”). The Promissory Note does not bear interest and the principal thereunder becomes due and payable upon the date on which the Company consummates a business combination with Huture (the “Business Combination”). In addition, the Promissory 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 consists of one share of common stock and one right to receive one-fifth (1/5) of a share of common stock).

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The disclosure regarding the Promissory Note contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this item to the extent required.

 

Item 3.03. Material Modification to Rights of Security Holders.

 

The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required herein.

 

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Pursuant to the results of the Special Meeting (defined below), on May 7, 2026, the Company adopted and on the same date filed its Amended and Restated Certificate of Incorporation (in the form attached as Exhibit 3.1) allowing the Company to extend the date by which the Company must consummate a business combination on a monthly basis up to twelve times from May 6, 2026 to May 6, 2027.

 

Such exhibit is incorporated by reference into this Item 5.03. The information disclosed in Item 5.07 of this Current Report on Form 8-K is incorporated by reference into this to the extent required herein.

 

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Item 5.07. Submission of Matters to a Vote of Security Holders.

 

On May 7, 2026, the Company held the special meeting of stockholders (the “Special Meeting”). On April 23, 2026, the record date for the Special Meeting, there were 1,731,047 shares of common stock of the Company entitled to be voted at the Special Meeting. At the Special Meeting, 1,623,108 shares of common stock of the Company or 96.765%% of the shares entitled to vote at the Special Meeting were represented in person or by proxy.

 

1. The Extension Amendment Proposal

 

Stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must consummate a business combination on a monthly basis up to twelve times from May 6, 2026 to May 6, 2027. Passage of the Extension Amendment Proposal required approval by a simple majority of the votes cast by such holders of the Company’s common stock as, being entitled to do so, vote in person or by proxy at the Special Meeting (the “Stockholders”). The voting results were as follows:

 

FOR   AGAINST   ABSTAIN
1,623,071   37   0

 

2. The Trust Amendment Proposal

 

Stockholders approved the proposal to amend the Investment Management Trust Agreement, dated October 3, 2022, by and between the Company and Continental Stock Transfer & Trust Company, to allow the Company to extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed its initial business combination, on a monthly basis up to twelve times from May 6, 2026 to May 6, 2027 by depositing into the trust account $0.033 per public share for each one-month Extension. Passage of the Trust Amendment Proposal required approval by a simple majority of the votes cast by the Stockholders. The voting results were as follows:

 

FOR   AGAINST   ABSTAIN
1,623,071   37   0

 

2

 

Item 8.01. Other Events.

 

On May 7, 2026, the Company made a deposit of $4,000 (the “Extension Payment”) to the Trust Account to extend the period of time the Company has to consummate an initial business combination from May 6, 2026 to June 6, 2027.

 

No Offer or Solicitation

 

This Current Report on Form 8-K shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

 

Forward-Looking Statements

 

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include, without limitation, uncertainties relating to our ability to complete an initial Business Combination and other risks and uncertainties indicated from time to time in our filings with U.S. Securities and Exchange Commission (the “SEC”), including under the caption “Risk Factors” in the reports we file with the SEC. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit No.   Description
3.1   Amendment to the Amended and Restated Certificate of Incorporation of Aquaron Acquisition Corp. dated May 7, 2026
10.1   Amendment to the Investment Management Trust Agreement, dated May 7, 2026, by and between Continental Stock Transfer & Trust Company and the Registrant
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

3

 

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: May 12, 2026

 

AQUARON ACQUISITION CORP.

 

By: /s/ Yi Zhou  
Name:  Yi Zhou  
Title: Chief Executive Officer and
Chairwoman of the Board of Directors		  

 

4

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Aquaron Acquisition Corp. (AQUC) stockholders approve at the special meeting?

Stockholders approved amendments to Aquaron Acquisition Corp.’s charter and trust agreement, allowing up to twelve one‑month extensions beyond May 6, 2026, to complete a business combination, funded by monthly trust deposits of $0.033 per public share. Both proposals passed with 1,623,071 votes for and 37 against.

How many Aquaron (AQUC) shares were represented at the special meeting and what was turnout?

At the special meeting, 1,623,108 Aquaron shares were represented in person or by proxy out of 1,731,047 entitled to vote. This corresponds to a turnout of 96.765%, indicating very broad investor participation in approving the extension and trust agreement amendments.

How will Aquaron (AQUC) fund each SPAC deadline extension?

Aquaron will fund each one‑month extension by depositing $0.033 per public share into its trust account. These payments are required for up to twelve monthly extensions beyond May 6, 2026, ensuring incremental cash contributions for public stockholders while the company seeks a business combination.

What are the key terms of Aquaron’s $4,000 promissory note to HUTURE Ltd.?

Aquaron issued an unsecured $4,000 promissory note to HUTURE Ltd. on May 7, 2026. The note bears no interest and is payable when Aquaron completes a business combination with Huture. The holder may convert it into units at $10.00 per unit, each unit including one share and a one‑fifth share right.

Why did Aquaron Acquisition Corp. (AQUC) deposit $4,000 into its trust account?

On May 7, 2026, Aquaron deposited a $4,000 extension payment into its trust account to extend the period to consummate an initial business combination. This payment aligns with the newly approved structure requiring monthly contributions to fund each one‑month extension beyond the original May 6, 2026 deadline.

How decisive were the Aquaron (AQUC) votes on the extension and trust amendments?

Both the charter extension proposal and the trust agreement amendment received 1,623,071 votes for, 37 against, and zero abstentions. This near‑unanimous support, combined with 96.765% turnout, shows strong backing for giving Aquaron additional time to complete a business combination while maintaining trust protections.

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