[8-K] Hudson Acquisition I Corp. Unit Reports Material Event

Rhea-AI Filing Summary

Hudson Acquisition I Corp. disclosed two redemption overpayments and the steps being taken to recover the excess amounts. For the First Extension, 4,427,969 public shares were redeemed and the trustee paid $10.42689823 per share when the correct amount was $10.38037653, an overpayment of $0.04652170 per share. For the Second Extension, 2,315,868 public shares were redeemed and the trustee paid $10.93353377 per share when the correct amount was $10.66842678, an overpayment of $0.26510699 per share. Affected holders are being notified and instructed to return the overpaid amounts to Continental Stock Transfer & Trust Company at spacredemptions@continentalstock.com. The filing includes standard forward-looking statement disclosures.

Positive

• Company publicly disclosed the overpayments and the corrective process
• Affected holders are being notified and instructed to return the excess amounts
• Trustee (Continental Stock Transfer & Trust Company) is handling recovery and a contact email is provided

Negative

• Two separate redemption events were overpaid, indicating repeated execution errors
• Error arose from not withdrawing all allowable interest to cover taxes, a process/control failure
• Filing does not state the aggregate dollar amount of overpayments, leaving total impact unclear

Insights

Financial Analyst

TL;DR: Two redemption events were overpaid per share; recoveries are underway but the errors reflect an operational issue.

The filing reports discrete computation errors in redemption disbursements for two extension votes. The Company identifies precise per-share overpayments and states affected holders are being instructed to return the excess to the trustee, Continental Stock Transfer & Trust Company. The situation is corrective in nature, but it highlights a lapse in applying allowable trust-account interest withdrawals to cover taxes. Absent disclosure of total dollar impact, the filing documents remediation steps rather than litigation or other escalations.

Corporate Governance Expert

TL;DR: Repeated overpayment on redemptions suggests weaknesses in controls around trust-account calculations; management has initiated recovery.

The report details two separate instances where interest available to cover taxes was not fully withdrawn, producing per-share overpayments in two redemption rounds. The Company is notifying holders and instructing returns to the trustee, which is appropriate as an immediate remediation. From a governance perspective, the occurrences across separate events warrant a review of procedures and oversight for trust-account reconciliations to prevent recurrence.

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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.

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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.

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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

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FAQ

What did Hudson Acquisition I Corp. (HUDAU) disclose in this 8-K?

The company disclosed two redemption overpayments and that affected stockholders are being instructed to return the excess to Continental Stock Transfer & Trust Company.

How much was the overpayment per share for the First Extension redemption?

The First Extension overpayment was $0.04652170 per share on 4,427,969 redeemed public shares; the trustee paid $10.42689823 but should have paid $10.38037653 per share.

How much was the overpayment per share for the Second Extension redemption?

The Second Extension overpayment was $0.26510699 per share on 2,315,868 redeemed public shares; the trustee paid $10.93353377 but should have paid $10.66842678 per share.

What are affected stockholders being asked to do?

Affected stockholders are being notified and instructed to return the overpayment amount to Continental Stock Transfer & Trust Company as directed in the notice.

Who is the trustee and how can I contact them about the redemption?

The trustee is Continental Stock Transfer & Trust Company. Questions may be directed to spacredemptions@continentalstock.com.