Aquaron Acquisition Corp 8-K, filed Apr 30, 2024
Aquaron Acquisition Corp. (AQUC)
About this 8-K
Aquaron Acquisition Corp filed this 8-K on April 30, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
(Exact Name of Registrant as Specified in its Charter)
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(Commission File Number) | (I.R.S. Employer Identification No.) |
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| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including
area code: (
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(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 | ||
| The Stock Market LLC | ||||
| The | ||||
| The 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 1.01 Entry into a Material Definitive Agreement.
As approved by its stockholders at the annual meeting of Stockholders held on April 30, 2024 (the “Annual Meeting”), Aquaron Acquisition Corp. (“Aquaron” or the “Company”) entered into an amendment to the Investment Management Trust Agreement, dated as of October 3, 2022 and as amended on June 29, 2023, with Continental Stock Transfer & Trust Company, on April 30, 2023 (the “Trust Amendment”). Pursuant to the Trust Amendment, the Company has the right to extend the time for the Company to complete its initial business combination (the “Business Combination Period”) under the Trust Agreement for a period of up to 12 months from May 6, 2024 to May 6, 2025 on a monthly basis. The Trust Amendment is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the Meeting on April 30, 2024, Aquaron filed an amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State on April 30, 2024 (the “Charter Amendment”), giving the Company the right to extend the Business Combination Period on a monthly basis up to twelve times from May 6, 2024 to May 6, 2025 (the later such date actually extended being referred to as the “Extended Date”). The Charter Amendment is filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On April 30, 2024, the Company held annual meeting of stockholders (the “Annual Meeting”). On March 25, 2024, the record date for the Annual Meeting, there were 4,553,150 shares of common stock of Aquaron entitled to be voted at the Annual Meeting. At the Annual Meeting, 3,349,042 shares of common stock of Aquaron or 73.6% of the shares entitled to vote at the Annual Meeting were represented in person or by proxy.
1. The Extension Amendment Proposal
Stockholders approved the Extension Amendment Proposal, a 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, 2024 to May 6, 2025. Passage of the Extension Amendment Proposal required approval by the affirmative vote of a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
3,349,040 | 2 | 0 |
2. The Trust Amendment Proposal
Stockholders approved the proposal to amend the Investment Management Trust Agreement, dated October 3, 2022 and as amended on June 29, 2023, 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 established by the Company in connection with the initial public offering of the Company if the Company has not completed its initial business combination, on a monthly basis up to twelve times from May 6, 2024 to May 6, 2025 by depositing into the trust account $20,000 for each one-month Extension. Passage of the Trust Amendment Proposal required approval by the affirmative vote of a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
3,349,042 | 0 | 0 |
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3. The Director Proposal
Stockholders approved the Director Proposal, a proposal to re-elect five directors to the Company’s board of directors until the next annual meeting of stockholders following this annual meeting or until such director’s successor is elected and qualified. Passage of the Director Proposal required approval by the affirmative vote of a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The voting results were as follows:
| NOMINEE | FOR | WITHHELD | ||||||
| 1a. Yi Zhou | 3,349,042 | 0 | ||||||
| 1b. Qingze Zhao | 3,349,042 | 0 | ||||||
| 1c. Yanyan Lin | 3,349,042 | 0 | ||||||
| 1d. Yang Wang | 3,349,042 | 0 | ||||||
| 1e. Xiaoming Ma | 3,349,042 | 0 | ||||||
4. The Auditor Proposal
Stockholders approved the proposal to ratify the appointment by our audit committee of UHY LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023. Passage of the Auditor Proposal required approval by the affirmative vote of a majority of the votes of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | ||
3,349,040 | 2 | 0 |
Item 8.01. Other Events.
In connection with the stockholders’ vote at the Annual Meeting of Stockholders held by the Company on April 30, 2024, a total of 2,124,738 shares of common stock of Aquaron were tendered for redemption.
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 April 30, 2024 | |
| 10.1 | Amendment to Investment Management Trust Agreement, dated as of October 3, 2022 and amended on June 29, 2023, between Aquaron Acquisition Corp. and Continental Stock Transfer & Trust Company dated April 30, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: April 30, 2024
| AQUARON ACQUISITION CORP. | ||
| By: | /s/ Yi Zhou | |
| Name: | Yi Zhou | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
AQUARON ACQUISITION CORP.
Aquaron Acquisition Corp., a corporation existing under the laws of the State of Delaware, by its Chief Executive Officer, hereby certifies as follows:
| 1. | The name of the corporation is Aquaron Acquisition Corp. |
| 2. | The date of filing of the corporation’s original Certificate of Incorporation with the Secretary of State of the State of Delaware was March 11, 2021 (and it was thereafter amended by a Certificate of Amendment to the Certificate of Incorporation on June 3, 2021 and June 29, 2023) and the date of filing the corporation’s Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware was August 9, 2022, which later was amended and restated by filing the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on October 4, 2022 (the “Amended and Restated Certificate of Incorporation”). |
| 3. | The Board of Directors of the corporation has duly adopted resolutions setting forth proposed amendments to the Amended and Restated Certificate of Incorporation, declaring said amendment to be advisable and in the best interests of the corporation and its stockholders and authorizing the appropriate officers of the corporation to solicit the consent of the stockholders therefor, which resolutions setting forth the proposed amendment are substantially as follows: |
RESOLVED, that Article Sixth (E) of the Amended and Restated Certificate of Incorporation are hereby amended and restated in the entirety as follows:
“E. In the event that the Corporation does not consummate a Business Combination by May 6, 2024, or if the Corporation shall, in its sole discretion determine, elect to extend the amount of time to complete a Business Combination on a monthly basis up to twelve times to May 6, 2025 (the later such date actually extended being referred to as or, in each case if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open, the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes divided by the total number of IPO Shares then outstanding.”
| 4. | That thereafter, said amendment was duly adopted by the affirmative vote of the holders of a majority of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the DGCL. |
IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment to be signed this day of April 30, 2024.
| /s/ Yi Zhou | ||
| Name: | Yi Zhou | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT
THIS AMENDMENT NO. 2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT, AS AMENDED (this “Amendment”) is made as of April 30, 2024, by and between Aquaron Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited liability trust company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated October 3, 2022 and amended on June 29, 2023, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, $54,984,377 of the gross proceeds from the IPO and sale of the Private Placement Units was deposited into the Trust Account;
WHEREAS, Section 1(i) of the Trust Agreement, as amended, provides that the Trustee is to liquidate the Trust Account and distribute the Property in the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a Termination Letter; or (y) the later of (1) October 6, 2023, (2) January 6, 2024, (3) up to the 19-month anniversary from the closing of IPO, i.e., May 6, 2024, and (4) such later date as provided in the Company’s Amended and Restated Certificate of Incorporation (the “Last Date”), provided a Termination Letter has not been received by the Trustee prior to such Last Date;
WHEREAS, Section 7(c) of the Trust Agreement provides that Section 1(i) of the Trust Agreement may only be amended with the affirmative vote of the holders of at least 50% or more of the shares of the Common Stock present or represented at the meeting, par value $0.0001 per share, of the Company voting together as a single class;
WHEREAS, the Company obtained the requisite vote of the stockholders of the Company to approve this Amendment; and
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendment to Section 1(i). Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
(i) Commence liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chairman of the Board and Secretary or Assistant Secretary and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, acknowledged and agreed to by Chardan, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein; provided, however, that in the event that a Termination Letter has not been received by the Trustee upon the date which is, the later of (1) May 6, 2024, (2) up to 31-month anniversary from the closing of the IPO, i.e., May 6, 2025, and (4) such later date as provided in the Company’s Amended and Restated Certificate of Incorporation (the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Shareholders as of the Last Date.
| 3. | Amendments to Definitions. |
(i) Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. The following defined term in the Trust Agreement shall be amended and restated in their entirety:
“Trust Agreement” shall mean that certain Investment Management Trust Agreement, dated October 3, 2022, by and between Aquaron Acquisition Corp. and Continental Stock Transfer & Trust Company, as amended by the Amendment No. 1 to Investment Management Trust Agreement dated June 29, 2023 and by the Amendment No.2 to the Investment Management Trust Agreement dated April 30, 2024.”; and
| 4. | Amendment to Exhibit F. Exhibit F of the Trust Agreement is hereby amended and restated in its entirety as follows: |
EXHIBIT F
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf and Celeste Gonzalez
Re: Trust Account — Extension Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to paragraphs 1(i) and 1(n) of the Investment Management Trust Agreement between Aquaron Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of October 3, 2022, as amended by the Amendment No. 1, dated June 29, 2023 and by the Amendment No.2 to the Investment Management Trust Agreement dated April 30, 2024 (the “Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional [●] month[s], from [●], 202_ to [●], 202_ (the “Extension”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement. This Extension Letter shall serve as the notice required with respect to Extension prior to the applicable termination date (as may be extended in accordance with Section 1(i) of the Trust Agreement). In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit the contribution in the amount of $[●] for such [one/three]-month extension until [●], 202_ (the “Contribution”), unless the Closing of the Company’s initial business combination shall have occurred, which will be wired to you, into the Trust Account investments upon receipt.
Very truly yours,
| Aquaron Acquisition Corp. | ||
| By: | ||
| Name: | ||
| Title: | ||
| 5.1. | Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
| 5.2. | Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| 5.3. | Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
| 5.4. | Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
| 5.5. | Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
| 5.6. | Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
[Signature Page to Follow]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.
| AQUARON ACQUISITION CORP. | |||
| By: | /s/ Yi Zhou | ||
| Name: | Yi Zhou | ||
| Title: | Chief Executive Officer | ||
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
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| By: | /s/ Francis Wolf | ||
| Name: | Francis Wolf | ||
| Title: | Vice President | ||