Hudson Acquisition I Corp. filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
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Item 7.01 Regulation FD Disclosure
On November 22, 2023, Hudson Acquisition I Corp., a Delaware corporation (“HUDA”), issued a press release announcing the execution of a Business Combination Agreement (the “Business Combination Agreement”) providing for the business combination (the “Business Combination”) of HUDA and Aiways Automobile Europe GmbH, a German limited liability company engaged in the business of developing electric powered vehicles and vehicle (“Aiways”). Pursuant to the Business Combination Agreement, each of HUDA and Aiways will merge with newly formed subsidiaries of EUROEV Holdings Limited, a British Virgin Islands company (“Pubco”), which will serve as the parent company of each of HUDA and Aiways following the consummation of the Business Combination. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
The information in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,” “believe,” “seek,” “target,” “predict,” “potential,” “seem,” “future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics and projections of market opportunity and market share; references with respect to the anticipated benefits of the proposed Business Combination and the projected future financial performance of HUDA and Aiways’s operating companies following the proposed Business Combination; changes in the market for Aiways’s products and services and expansion plans and opportunities; Aiways’s ability to successfully execute its expansion plans and business initiatives; ability for Aiways to raise funds to support its business; the sources and uses of cash of the proposed Business Combination; the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; the projected technological developments of Aiways and its competitors; ability of Aiways to control costs associated with operations; the ability to manufacture efficiently at scale; anticipated investments in research and development and the effect of these investments and timing related to commercial product launches; and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Aiways’s and HUDA’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor 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 actual events and circumstances are beyond the control of Aiways and HUDA. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits of the Business Combination; the ability to obtain or maintain the listing of the Pubco’s securities on The Nasdaq Stock Market, following the Business Combination, including having the requisite number of shareholders; costs related to the Business Combination; changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of certain projected financial information with respect to Aiways; Aiways’s ability to successfully and timely develop, manufacture, sell and expand its technology and products, including implement its growth strategy; Aiways’s ability to adequately manage any supply chain risks, including the purchase of a sufficient supply of critical components incorporated into its product offerings; risks relating to Aiways’s operations and business, including information technology and cybersecurity risks, failure to adequately forecast supply and demand, loss of key customers and deterioration in relationships between Aiways and its employees; Aiways’s ability to successfully collaborate with business partners; demand for Aiways’s current and future offerings; risks that orders that have been placed for Aiways’s products are cancelled or modified; risks related to increased competition; risks relating to potential disruption in the transportation and shipping infrastructure, including trade policies and export controls; risks that Aiways is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to Aiways’s products and services; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the uncertain effects of the COVID-19 pandemic and certain geopolitical developments; the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required shareholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination; the outcome of any legal proceedings that may be instituted against Aiways, HUDA, Pubco or others following announcement of the proposed Business Combination and transactions contemplated thereby; the ability of Aiways to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; technological improvements by Aiways’s peers and competitors; and those risk factors discussed in documents of Pubco and HUDA filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither HUDA nor Aiways presently know or that HUDA and Aiways currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect HUDA’s, Pubco’s and Aiways’s expectations, plans or forecasts of future events and views as of the date of this press release. HUDA, Pubco and Aiways anticipate that subsequent events and developments will cause HUDA’s, Pubco’s and Aiways’s assessments to change. However, while HUDA, Pubco and Aiways may elect to update these forward-looking statements at some point in the future, HUDA, Pubco and Aiways specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by HUDA. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.
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Additional Information
Pubco intends to file with the SEC a Registration Statement on Form F-4 (as may be amended, the “Registration Statement”), which will include a preliminary proxy statement of HUDA and a prospectus in connection with the proposed Business Combination involving HUDA, Pubco, and Aiways pursuant to the Business Combination Agreement. The definitive proxy statement and other relevant documents will be mailed to shareholders of HUDA as of a record date to be established for voting on HUDA’s proposed Business Combination with Aiways. SHAREHOLDERS OF HUDA AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH HUDA’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HUDA, AIWAYS, PUBCO AND THE BUSINESS COMBINATION. Shareholders will also be able to obtain copies of the Registration Statement and the proxy statement/prospectus, without charge, once available, on the SEC’s website at www.sec.gov or by directing a request to HUDA by contacting its Chief Executive Officer, Warren Wang, c/o Hudson Acquisition I Corp., 19 West 44th Street, Suite 1001, New York, NY 10036, at 347-410-4710 or at [email protected].
Participants in The Solicitation
Pubco, HUDA, Aiways, and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of HUDA in connection with the Business Combination. Information regarding the officers and directors of HUDA is set forth in HUDA’s information statement on Form 10-K which was filed with the SEC on July 23, 2024. Additional information regarding the interests of such potential participants will also be included in the Registration Statement on Form F-4 (and will be included in the definitive proxy statement/prospectus for the Business Combination) and other relevant documents filed with the SEC.
No Offer Or Solicitation
This Current Report on Form 8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release dated November 22, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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: November 22, 2024
| HUDSON ACQUISITION I CORP. | ||
| By: | /s/ Warren Wang | |
| Name: | Warren Wang | |
| Title | Chief Executive Officer | |
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