Aquaron Acquisition (AQUC) issues $16.2K convertible note for SPAC extension

Rhea-AI Filing Summary

Aquaron Acquisition Corp. reported entering a material financing arrangement linked to its ongoing business combination process. On December 6, 2025, the company issued an unsecured promissory note for $16,198.05 to HUTURE Ltd. in exchange for an equal deposit into Aquaron’s trust account. This funding is specifically intended to extend the time the company has to complete a business combination.

The note carries no interest and becomes due when Aquaron closes a business combination. Huture may convert the note into units at a price of $10.00 per unit, with each unit consisting of one share of common stock and one right to receive one-fifth of a share of common stock, mirroring the structure used in Aquaron’s initial public offering.

Insights

Capital Structure Analyst

Small sponsor loan extends deal timeline with optional equity conversion, modest dilution potential.

Aquaron Acquisition Corp. entered a material unsecured promissory note with HUTURE Ltd. for principal of $16,198.05. Huture deposited the same amount into the SPAC’s trust account to extend the time available to complete a business combination, so the cash effectively supports the continuation of the vehicle rather than day‑to‑day operations.

The note carries no interest and becomes due at the closing of a business combination, which keeps cash costs low. The holder may instead convert the note into units at $10.00 per unit, with each unit consisting of one share of common stock and a right to receive 1/5% of a share of common stock. This structure shifts repayment from cash to potential equity issuance.

The direct financial impact is small given the note amount, but there is incremental dilution risk if Huture elects conversion. The key watch point is whether further similar extensions or notes are executed as the company approaches its combination deadline. The operative horizon is the period up to and including the closing of any business combination, when the note either converts or is repaid.

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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

December 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 New York 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 December 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: December 8, 2025

AQUARON ACQUISITION CORP.

By:	/s/ Yi Zhou
Name:	Yi Zhou
Title:	Chief Executive Officer

FAQ

What did Aquaron Acquisition Corp. (AQUC) announce in this 8-K?

Aquaron Acquisition Corp. disclosed that it entered into a material definitive agreement by issuing an unsecured promissory note to HUTURE Ltd. to help extend the time available to complete a business combination.

How much is the promissory note Aquaron Acquisition Corp. issued to HUTURE Ltd.?

Aquaron Acquisition Corp. issued an unsecured promissory note with an aggregate principal amount of $16,198.05 to HUTURE Ltd.

What are the key terms of Aquaron Acquisition Corp.’s note to HUTURE Ltd.?

The note is unsecured, has a principal amount of $16,198.05, bears no interest, and matures upon the closing of a business combination by Aquaron Acquisition Corp.

Why is HUTURE Ltd. depositing funds into Aquaron Acquisition Corp.’s trust account?

HUTURE Ltd. is depositing $16,198.05 into Aquaron’s trust account so the company can extend the amount of time it has to complete a business combination.

Can the Aquaron Acquisition Corp. note be converted into equity, and on what terms?

Yes. The holder may convert the note into Aquaron common stock at $10.00 per unit, with each unit consisting of one share of common stock and one right to receive one-fifth of a share of common stock, identical to the initial public offering units.

When does the promissory note issued by Aquaron Acquisition Corp. mature?

The promissory note matures upon the closing of a business combination by Aquaron Acquisition Corp.