false
0001853047
0001853047
2025-08-11
2025-08-11
0001853047
HUDA:UnitsEachConsistingOfOneShareOfCommonStockAndOneRightMember
2025-08-11
2025-08-11
0001853047
HUDA:SharesOfCommonStockParValue0.0001PerShareMember
2025-08-11
2025-08-11
0001853047
HUDA:RightsEachToReceiveOnefifth15OfShareOfCommonStockMember
2025-08-11
2025-08-11
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section
13 or Section 15(d)
of the Securities Exchange
Act of 1934
Date of Report (Date
of earliest event reported): August 11, 2025
HUDSON ACQUISITION
I CORP.
(Exact name of registrant
as specified in its charter)
| Delaware |
|
001-41532 |
|
86-2712843 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification Number) |
| 31 Hudson Yards, Suite 1051 |
|
|
| New York, NY |
|
10001 |
| (Address of principal executive offices) |
|
(Zip Code) |
(347) 410 4710
(Registrant’s
telephone number, including area code)
Not Applicable
(Former name, former
address and former fiscal year, 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)) |
Securities registered pursuant to Section
12(b) of the Securities Exchange Act of 1934:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one share of Common Stock and one Right |
|
HUDA U |
|
The Nasdaq Stock Market LLC |
| Shares of Common Stock, par value $0.0001 per share |
|
HUDA |
|
The Nasdaq Stock Market LLC |
| Rights, each to receive one-fifth (1/5) of a share of Common Stock |
|
HUDA R |
|
The Nasdaq Stock Market LLC |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities
Exchange Act of 1934.
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 8.01. Other Events.
Overpayment in the Redemption of the First
Extension Redeeming Stockholders and Correction for the Overpayment Amount
On
July 17, 2023, Hudson Acquisition I Corp. (the “Company”) held a special meeting of stockholders (the “First
Extension Meeting”). In connection with the First Extension Meeting, as set forth in the Company’s Report on Form 8-K
filed with the Securities and Exchange Commission (the “SEC”) on July 21, 2023, the holders of 4,427,969 shares
of the Company’s Class A common stock (the “Public Shares”) properly exercised their right to redeem (the
“First Extension Redeeming Stockholders”) such shares for a pro rata portion
of the funds in the Company’s trust account (“Trust Account”).
On
July 25, 2023, a redemption payment was made by Continental Stock Transfer & Trust Company (“CST”), as trustee
of the Trust Account, to the First Extension Redeeming Stockholders at a rate of $10.42689823 per share (the “First Redemption
Payment”). It was later determined that the Company did not withdraw all of the interest from the Trust Account that it was
allowed to withdraw to cover income and franchise taxes and, therefore, the First Redemption Payment should have been $10.38037653 per
share. This meant that the First Extension Redeeming Stockholders were overpaid in the amount of $0.04652170 per share (the “First
Extension Overpayment Amount”).
The First Extension Redeeming Stockholders are in the process
of being notified of this situation and are being instructed to return the First Extension Overpayment Amount to CST. Anyone with questions
about the contents of this report, can reach out to CST at spacredemptions@continentalstock.com.
Overpayment in the Redemption of the Second
Extension Redeeming Stockholders and Correction for the Overpayment Amount
On
April 15, 2024, the Company held a special of stockholders (the “Second Extension Meeting”). In connection with the
Second Extension Meeting, as set forth in the Company’s Report on Form 8-K filed with the SEC on April 17, 2024, the holders of 2,315,868 shares
of the Public Shares properly exercised their right to redeem (the “Second
Extension Redeeming Stockholders”) such shares for a pro rata portion of the Trust
Account.
On
April 25, 2024, a redemption payment was made by CST, as trustee of the Trust Account, to the Second Extension Redeeming Stockholders
at a rate of $10.93353377 per share (the “Second Redemption Payment”). It was later determined that the Company did
not withdraw all of the interest from the Trust Account that it was allowed to withdraw to cover income and franchise taxes and, therefore,
the Second Redemption Payment should have been $10.66842678 per share. This meant that the Second Extension Redeeming Stockholders were
overpaid in the amount of $0.26510699 per share (the “Second Extension Overpayment Amount”).
The
Second Extension Redeeming Stockholders are in the process of being notified of this situation and are being instructed to return the
Second Extension Overpayment Amount to CST. Anyone with questions about the contents of this report, can reach out to CST at spacredemptions@continentalstock.com.
Forward-Looking
Statements
This
Current Report on Form 8-K contains certain statements that are not historical facts and are forward-looking statements within the meaning
of the federal securities laws with respect to the proposed business combination among HUDA, the Company and EuroEV (the “Business
Combination”), including without limitation statements regarding the anticipated benefits of the proposed Business Combination,
the anticipated timing of the proposed Business Combination, the implied enterprise value, future financial condition and performance
of the Company and EuroEV after the closing of the proposed Business Combination and expected financial impacts of the proposed Business
Combination, the satisfaction of closing conditions to the proposed Business Combination, the level of redemptions of HUDA’s public
stockholders and the products and markets and expected future performance and market opportunities of the Company and EuroEV. These forward-looking
statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “think,” “strategy,” “future,” “opportunity,”
“potential,” “plan,” “seeks,” “may,” “should,” “will,” “would,”
“will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these
words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements
about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties.
These
forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as,
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult
or impossible to predict and will differ from assumptions. Many factors could cause actual future events to differ materially from the
forward-looking statements in this communication, including but not limited to: (i) the risk that the proposed Business Combination may
not be completed in a timely manner or at all, which may adversely affect the price of HUDA’s securities; (ii) the risk that the
proposed Business Combination may not be completed by HUDA’s business combination deadline; (iii) the failure to satisfy the conditions
to the consummation of the proposed Business Combination, including the approval of the Business Combination Agreement by the stockholders
of HUDA and shareholders of the Company, the satisfaction of the closing requirements and the receipt of certain governmental, regulatory
and third party approvals; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the
Business Combination Agreement; (v) redemptions exceeding anticipated levels; (vi) the failure to meet Nasdaq initial listing standards
in connection with the consummation of the proposed Business Combination; (vii) the effect of the announcement or pendency of the proposed
Business Combination on the Company’s business relationships, operating results, and business generally; (viii) risks that the proposed
Business Combination disrupts current plans and operations of the Company; (ix) the outcome of any legal proceedings that may be instituted
against the Company, HUDA or EuroEV related to the Business Combination Agreement or the proposed Business Combination; (x) changes
in the markets in which the Company competes, including with respect to its competitive landscape, technology evolution, or regulatory
changes; (xi) changes in domestic and global general economic conditions; (xii) the risk that the Company may not be able to execute its
growth strategies; (xiii) risks related to supply chain disruptions; (xiv) the risk that the Company may not be able to develop and maintain
effective internal controls; (xv) costs related to the proposed Business Combination and the failure to realize anticipated benefits
of the proposed Business Combination or to realize estimated pro forma results and underlying assumptions, including with respect to estimated
stockholder redemptions; (xvi) the ability to recognize the anticipated benefits of the proposed Business Combination and to achieve commercialization
and development plans, and identify and realize additional opportunities, which may be affected by, among other things, competition, the
ability of the Company to grow and manage growth economically and hire and retain key employees; (xvii) inability to achieve successful
results or to obtain licensing of third-party intellectual property rights for future discovery and development of the Company’s
projects; (xviii) failure to commercialize products and achieve market acceptance of such products; (xix) the risk that the Company will
need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all; (xx) the risk
that EuroEV, post-combination, experiences difficulties in managing its growth and expanding operations; (xxi) the risk of product liability
or regulatory lawsuits or proceedings relating to the Company’s business; (xxii) risks associated with intellectual property protection;
(xxiii) the risk that the Company is unable to secure or protect its intellectual property; and (xxiv) those factors discussed in HUDA’s
and EuroEV’s filings with the SEC and that will be contained in the registration statement relating to the proposed Business Combination
to be filed with the SEC by EuroEV (the “Registration Statement”), which will include a proxy statement/prospectus
of HUDA in connection with the Business Combination.
The
foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties
that will be described in the “Risk Factors” section of the Registration Statement and the amendments thereto, and other documents
to be filed by HUDA and EuroEV from time to time with the SEC. These filings identify and address other important risks and uncertainties
that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking
statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and
while the EuroEV, the Company and HUDA may elect to update these forward-looking statements at some point in the future, they assume no
obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by applicable law. None of EuroEV, the Company or HUDA gives any assurance that EuroEV, the Company or HUDA will achieve expectations.
These forward-looking statements should not be relied upon as representing EuroEV’s, HUDA’s or the Company’s assessments
as of any date subsequent to the date of this Current Report. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
No Offer or Solicitation
This
Current Report on Form 8-K is not a solicitation of a proxy, consent or authorization with respect to any securities or in respect of
the proposed Transaction and will not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will 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.
SIGNATURE
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: August 11, 2025
| HUDSON ACQUISITION I CORP. |
|
| |
|
|
| By: |
/s/ Pengfei Xie |
|
| Name: |
Pengfei Xie |
|
| Title |
Chief Financial Officer |
|
3
