Aquaron Acquisition Corp 8-K, filed Oct 20, 2022
Aquaron Acquisition Corp. (AQUC)
About this 8-K
Aquaron Acquisition Corp filed this 8-K on October 20, 2022, reporting on events of October 14, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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
October 14, 2022
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
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 |
| ☐ | 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:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one share of one Common Stock and one Right | AQUNU | The Nasdaq Stock Market LLC | ||
| Common Stock | AQU | The Nasdaq Stock Market LLC | ||
| Rights, each right entitling the holder to receive one-fifth of one share of Common Stock | AQUNR | 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 (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 3.02. Unregistered Sales of Equity Securities.
The information included in Item 8.01 is incorporated into this Item by reference.
Item 8.01. Other Events.
As previously disclosed on a Current Report on Form 8-K dated October 6, 2022 (the “Current Report”), Aquaron Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one share of common stock of the Company, par value $0.0001 (the “Common Stock”), and one right to receive one-fifth (1/5th) of one share of Common Stock upon the consummation of the Company’s initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. The Company granted the underwriter a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any.
As previously disclosed in the Current Report, simultaneously with the closing of the IPO, the Company consummated the private placement (the “Private Placement”) with Aquaron Investments LLC of 256,250 units (the “Private Units”), at a price of $10.00 per Private Unit, generating gross proceeds of $2,562,500. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
Subsequently, on October 14, 2022, the underwriter partially exercised the over-allotment, and the closing of the issuance and sale of the additional Units the “Over-Allotment Option Units”) occurred on October 14, 2022. The total aggregate issuance by the Company of 417,180 Units at a price of $10.00 per Unit resulted in total gross proceeds of $4,171,800. On October 14, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional 12,515.40 Private Units, generating gross proceeds of $125,154. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve a public offering.
A total of $54,984,377 of the net proceeds from the sale of the Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October 6, 2022 and October 14, 2022, were deposited in a trust account established for the benefit of the Company’s public stockholders. An unaudited pro forma balance sheet as of October 14, 2022, reflecting receipt of the proceeds received by the Company in connection with the consummation of the IPO (including the Over-Allotment Option Units) and the Private Placements, is included in this Current Report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited pro forma balance sheet dated October 14, 2022 |
1
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: October 20, 2022
AQUARON ACQUISITION CORP.
| By: | /s/ Yi Zhou | |
| Name: | Yi Zhou | |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
INDEX TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
| Unaudited Pro Forma Balance Sheet as of October 14, 2022 | F-2 | |
| Notes to Unaudited Pro Forma Financial Statement | F-3 |
F-1
PRO FORMA BALANCE SHEET
| October 6, | Pro Forma Adjustments | As Adjusted | ||||||||||||||
| 2022 | (Unaudited) | (Unaudited) | ||||||||||||||
| ASSETS | ||||||||||||||||
| Current assets | ||||||||||||||||
| Cash | $ | 272,782 | $ | (9,233 | ) | (d) | $ | 163,349 | ||||||||
| 99,846 | (f) | |||||||||||||||
| (200,000 | ) | (g) | ||||||||||||||
| (46 | ) | (h) | ||||||||||||||
| Prepaid expenses | 274,784 | — | 274,784 | |||||||||||||
| Cash held in trust account | 50,750,000 | 4,171,800 | (a) | 54,984,377 | ||||||||||||
| 125,154 | (b) | |||||||||||||||
| (62,577 | ) | (c) | ||||||||||||||
| Total Current Assets | 51,297,566 | 4,124,944 | 55,422,510 | |||||||||||||
| Total Assets | $ | 51,297,566 | $ | 4,124,944 | $ | 55,422,510 | ||||||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||||||||||
| Current liabilities | ||||||||||||||||
| Accrued expenses | $ | 9,233 | $ | (9,233 | ) | (d) | $ | — | ||||||||
| Over-allotment liability | 70,635 | (70,635 | ) | (e) | — | |||||||||||
| Due to related party | — | 99,846 | (f) | 99,846 | ||||||||||||
| Promissory note - related party | 300,000 | (200,000 | ) | (g) | 100,000 | |||||||||||
| Deferred underwriting fee payable | 2,331,375 | 194,521 | (c) | 2,525,896 | ||||||||||||
| Total Current Liabilities | 2,711,243 | 14,499 | 2,725,742 | |||||||||||||
| Total Liabilities | 2,711,243 | 14,499 | 2,725,742 | |||||||||||||
| Commitments and Contingencies | ||||||||||||||||
| Common stock subject to possible redemption, $0.0001 par value; 10,000,000 shares authorized; 5,000,000 shares issued and outstanding at redemption value | 40,565,095 | 3,446,008 | (a) | 44,011,103 | ||||||||||||
| Stockholders’ Equity | ||||||||||||||||
| Common stock, $0.0001 par value; 10,000,000 shares authorized; 1,706,265 shares issued and outstanding (excluding 5,000,000 shares subject to possible redemption) | 170 | 1 | (b) | 171 | ||||||||||||
| Additional paid-in capital | 8,034,776 | 725,792 | (a) | 8,699,258 | ||||||||||||
| 125,153 | (b) | |||||||||||||||
| (257,098 | ) | (c) | ||||||||||||||
| 70,635 | (e) | |||||||||||||||
| Accumulated deficit | (13,718 | ) | (46 | ) | (h) | (13,764 | ) | |||||||||
| Total Stockholders’ Equity | 8,021,228 | 664,437 | 8,685,665 | |||||||||||||
| Total Liabilities and Stockholders’ Equity | $ | 51,297,566 | $ | 4,124,944 | $ | 55,422,510 | ||||||||||
The accompanying notes are an integral part of the pro forma financial statement.
F-2
NOTES TO PRO FORMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option and Additional Private Placement
The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of Aquaron Acquisition Corp. (the “Company”) as of October 14, 2022, adjusted for the closing of the underwriters’ over-allotment option and related transactions which occurred on October 14, 2022 as described below.
On October 6, 2022, the Company consummated its initial public offering (“IPO”) of 5,000,000 units (the “Units”). Each Unit consists of one share of common stock, $0.0001 par value (“Common Stock”) and one right to receive one-fifth (1/5) of a share of Common Stock upon the consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $50,000,000. Simultaneously with the closing of the IPO, the Company consummated the private placement (“Private Placement”) with Aquaron Investments LLC (the “Sponsor”) of 256,250 units (the “Private Units”), generating total gross proceeds of $2,562,500.
The Company granted the underwriter a 45-day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any. On October 14, 2022, the underwriters partially exercised the over-allotment option to purchase 417,180 Units (“Over-Allotment Option Units”) at $10.00 per Unit generating total gross proceeds of $4,171,800. On October 14, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the Private Placement of an additional 12,515.40 Private Units generating gross proceeds of $125,154.
A total of $54,984,377 ($10.15 per Unit) of the net proceeds from the sale of Units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October 6, 2022 and October 14, 2022, were placed in a trust account with Continental Stock Transfer& Trust acting as trustee.
Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ over-allotment option described above and other transactions are as follows:
| Pro Forma Entries | Debit | Credit | ||||||||
| (a) | Cash held in trust account | $ | 4,171,800 | |||||||
| Common stock subject to possible redemption | $ | 3,446,008 | ||||||||
| Additional paid-in capital | $ | 725,792 | ||||||||
| To record sale of 417,180 Over-allotment Units at $10.00 per Unit | ||||||||||
| (b) | Cash held in trust account | $ | 125,154 | |||||||
| Common stock | $ | 1 | ||||||||
| Additional paid-in capital | $ | 125,153 | ||||||||
| To record sale of 12,515.40Additional Private Units at $10.00 per Unit | ||||||||||
| (c) | Additional paid-in capital | $ | 257,098 | |||||||
| Investments held in trust account | $ | 62,577 | ||||||||
| Deferred underwriting fee payable | $ | 194,521 | ||||||||
| To record payment of cash underwriting fee and deferred underwriting fee arising from sale of Over-allotment Units | ||||||||||
| (d) | Accrued expenses | $ | 9,233 | |||||||
| Cash | $ | 9,233 | ||||||||
| To record payment of accrued offering costs | ||||||||||
| (e) | Over-allotment liability | $ | 70,635 | |||||||
| Additional paid-in capital | $ | 70,635 | ||||||||
| To reverse over-allotment option liability | ||||||||||
| (f) | Cash | $ | 99,846 | |||||||
| Due to related party | $ | 99,846 | ||||||||
| To record cash received from the Sponsor | ||||||||||
| (g) | Promissory note – related party | $ | 200,000 | |||||||
| Cash | $ | 200,000 | ||||||||
| To record repayment of promissory note from the Sponsor | ||||||||||
| (h) | Bank service charge | $ | 46 | |||||||
| Cash | $ | 46 | ||||||||
| To record bank service charge | ||||||||||
F-3