UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For
the quarterly period ended
For the transition period from ___________ to _____________
Commission
File Number:
(Exact Name of Registrant as Specified in Its Charter)
(State of Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |
(Address of Principal Executive Offices) | (ZIP Code) |
(Registrant’s Telephone Number, Including Area Code)
Indicate
by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).
Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
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 standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
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 | ||||
The | ||||
The |
As
of November 14, 2023, there were
HUDSON ACQUISITION I CORP.
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2023
TABLE OF CONTENTS
i
PART I - FINANCIAL INFORMATION
ITEM 1. Financial Statements
HUDSON ACQUISITION I CORP.
CONDENSED BALANCE SHEETS
September 30, 2023 | December 31, 2022 | |||||||
(Unaudited) | (Audited) | |||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash | $ | $ | ||||||
Prepaid expenses and other current assets | ||||||||
Total current assets | ||||||||
Marketable securities held in Trust Account | ||||||||
Total assets | $ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ DEFICIT | ||||||||
Current liabilities: | ||||||||
Accounts payable and accrued liabilities | $ | $ | ||||||
Franchise tax payable | ||||||||
Income tax payable | ||||||||
Excise tax payable | ||||||||
Related party payables | ||||||||
Note payable - related party | ||||||||
Total current liabilities | ||||||||
Deferred underwriting commissions | ||||||||
Total liabilities | ||||||||
Commitments and Contingencies (Note 5) | ||||||||
Common stock subject to possible redemption, | ||||||||
Stockholders’ deficit: | ||||||||
Common stock, par value $ | ||||||||
Additional paid-in capital | ||||||||
Accumulated deficit | ( | ) | ( | ) | ||||
Total stockholders’ deficit | ( | ) | ( | ) | ||||
Total liabilities, redeemable common stock and stockholders’ deficit | $ | $ |
The accompanying footnotes are an integral part of these unaudited condensed financial statements.
1
HUDSON ACQUISITION I CORP.
STATEMENTS OF OPERATIONS
(UNAUDITED)
For the Three Months Ended, | For the Three Months Ended, | For the Nine Months Ended, | For the Nine Months Ended, | |||||||||||||
September 30, 2023 | September 30, 2022 | September 30, 2023 | September 30, 2022 | |||||||||||||
Operating expenses: | ||||||||||||||||
General and administrative | $ | $ | $ | $ | ||||||||||||
Franchise tax expense | $ | |||||||||||||||
Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
Other income: | ||||||||||||||||
Interest earned on marketable securities held in Trust Account | ||||||||||||||||
Other income, net | ||||||||||||||||
Income (Loss) before income taxes | ( | ) | ( | ) | ( | ) | ||||||||||
Provision for income taxes | ( | ) | ( | ) | ||||||||||||
Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
$ | ( | ) | $ | $ | $ | |||||||||||
$ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||
The accompanying footnotes are an integral part of these unaudited condensed financial statements.
2
HUDSON ACQUISITION I CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
(UNAUDITED)
Additional | Total | |||||||||||||||||||
Common Stock | Paid-in | Accumulated | Stockholder’s | |||||||||||||||||
Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
Balance, January 1, 2023 | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||
Accretion of carrying value to redemption value | - | ( |
) | ( |
) | |||||||||||||||
Net loss | - | |||||||||||||||||||
Balance at March 31, 2023 | ( |
) | ( |
) | ||||||||||||||||
Accretion of carrying value to redemption value | - | ( |
) | ( |
) | |||||||||||||||
Net income | - | |||||||||||||||||||
Balance at June 30, 2023 | ( |
) | ( |
) | ||||||||||||||||
Accretion of carrying value to redemption value | - | ( |
) | ( |
) | |||||||||||||||
Net loss | - | ( |
) | ( |
) | |||||||||||||||
Excise tax payable attributable to redemption of common stock | - | ( |
) | ( |
) | |||||||||||||||
Balance at September 30, 2023 | $ | $ | $ | ( |
) | $ | ( |
) |
Additional | Total | |||||||||||||||||||
Common Stock | Paid-in | Accumulated | Stockholder’s | |||||||||||||||||
Shares | Amount | Capital | Deficit | Equity (Deficit) | ||||||||||||||||
Balance, January 1, 2022 | $ | $ | $ | ( |
) | $ | ||||||||||||||
Net loss | - | ( |
) | ( |
) | |||||||||||||||
Balance at March 31, 2022 | ( |
) | ( |
) | ||||||||||||||||
Net loss | - | ( |
) | ( |
) | |||||||||||||||
Balance at June 30, 2022 | ( |
) | ( |
) | ||||||||||||||||
Net loss | - | ( |
) | ( |
) | |||||||||||||||
Balance at September 30, 2022 | $ | $ | $ | ( |
) | $ | ( |
) |
The accompanying footnotes are an integral part of these unaudited condensed financial statements.
3
HUDSON ACQUISITION I CORP.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
For the Nine Months Ended, | For the Nine Months Ended, | |||||||
September 30, 2023 | September 30, 2022 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | ( | ) | $ | ( | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Interest earned on marketable securities held in Trust Account | ( | ) | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other current assets | ||||||||
Accounts payable and accrued expenses | ||||||||
Franchise tax payable | ( | ) | ||||||
Income tax payable | ||||||||
Deferred offering costs | ( | ) | ||||||
Related party payables | ||||||||
Net cash used in operating activities | ( | ) | ( | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
Cash withdrawn from Trust Account for payment to redeeming stockholders | ||||||||
Investment of cash in Trust Account | ( | ) | ||||||
Withdrawal of interest from Trust Account to pay taxes | ||||||||
Net cash provided by investing activities | ||||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
Redemption of common stock | ( | ) | ||||||
Proceeds of notes payable - related party | ||||||||
Net cash (used in) provided by financing activities | ( | ) | ||||||
NET CHANGE IN CASH | ( | ) | ( | ) | ||||
Cash - Beginning of period | ||||||||
Cash - End of period | $ | $ | ||||||
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||||||
Non-cash investing and financing activities: | ||||||||
Excise tax payable | $ | $ | ||||||
Deferred offering costs in related party payables | $ | $ | ||||||
Accretion of carrying value to redemption value | $ | $ | ||||||
Counterbalance of related party notes against related party payables | $ | $ |
The accompanying footnotes are an integral part of these unaudited condensed financial statements.
4
HUDSON ACQUISITION I CORP.
NOTES TO FINANCIAL STATEMENTS (UNAUDITED)
SEPTEMBER 30, 2023
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS
Hudson Acquisition I Corp. (“Hudson” or the “Company”) was incorporated in the State of Delaware on January 13, 2021. The Company’s business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (our “Initial Business Combination”). The Company has selected December 31 as its fiscal year end.
Throughout this report, the terms “our,” “we,” “us,” and the “Company” refer to Hudson Acquisition I Corp.
As of September 30, 2023, the Company had not commenced core operations. All activity for the period from January 13, 2021 (inception) through September 30, 2023 relates to the Company’s formation and raising funds through the initial public offering (“Initial Public Offering”), which is described below, and efforts in identifying a target to consummate an Initial Business Combination. The Company will not generate any operating revenues until after the completion of an Initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The
registration statement pursuant to which the Company registered its securities offered in the Initial Public Offering was declared effective
on October 14, 2022. On October 18, 2022, the Company consummated its Initial Public Offering and sold
Simultaneously
with the closing of the Initial Public Offering, the Company’s sponsor, Hudson SPAC Holding LLC (the “Sponsor”) should
have purchased a total of
On
October 21, 2022, the Company closed the sale of
Following
the closing of the Initial Public Offering and Overallotment, an amount of $
5
No compensation of any kind (including finder’s, consulting or other similar fees) will be paid to any of the Company’s existing officers, directors, stockholders, or any of their affiliates, prior to, or for any services they render in order to effectuate, the consummation of the Initial Business Combination (regardless of the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them in connection with activities on the Company’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after our Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination.
The Company intends to use the excess working capital available for miscellaneous expenses such as paying fees to consultants to assist with the search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed estimates, as well as for reimbursement of any out-of-pocket expenses incurred by insiders, officers and directors in connection with activities on the Company’s behalf as described below.
The allocation of the net proceeds available
to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to pay for
income and other tax liabilities, represents the best estimate of the intended uses of these funds. In the event that the assumptions
prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories. If the estimate of the
costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount necessary to do so,
or the amount of interest available to the Company from the Trust Account is insufficient as a result of the volatile interest rate environment,
the Company may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In
this event, the Company could seek such additional capital through loans or additional investments from the Sponsor or third parties.
The Sponsor has agreed to loan the Company up to an aggregate of $
The Company will likely use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, in connection with the Initial Business Combination and to pay expenses relating thereto, including the deferred underwriting discounts payable to the underwriters. To the extent that the Company’s capital stock is used in whole or in part as consideration to effect the Initial Business Combination, the proceeds held in the Trust Account which are not used to consummate an Initial Business Combination will be disbursed to the combined company and will, along with any other net proceeds not expended, be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions.
To the extent that the Company is unable to consummate an Initial Business Combination, the Company will pay the costs of liquidation from the remaining assets outside of the Trust Account. If such funds are insufficient, the Sponsor has agreed to pay the funds necessary to complete such liquidation and has agreed not to seek repayment of such expenses.
If
no business combination is completed prior to the mandatory liquidation date, the proceeds then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less $
6
In connection with the shares purchased by the founders, the founders waive any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the Initial Public Offering will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an Initial Business Combination.
Extension Amendment
On
July 17, 2023, the Company held the Special Meeting. On June 28, 2023, the record date for the Special Meeting, there were
On
July 17, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the Company’s Second
Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the
State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to (i) give the Company the option to extend
the date by which the Company must effect a Business Combination beyond July 18, 2023 up to nine (9) times for an additional (1) month
each time to April 18, 2024 upon the deposit into the Trust Account of $
Liquidity and Capital Resources
As
of September 30, 2023, the Company had $
In
connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board
Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue
as a Going Concern,” the Company has until April 18, 2024, assuming the monthly extension requirements are satisfied, to consummate
a Business Combination (the “Combination Period”). The Company is able to extend the date by which an Initial Business Combination
must be consummated beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into
the Trust Account of $
7
NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the period ended December 31, 2022, as filed with the SEC on September 27, 2023. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023, or for any future periods.
Emerging Growth Company
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of the financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period.
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
8
Cash and Cash Equivalents
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022.
Marketable Securities Held in Trust Account
The Company classifies its Marketable Securities as held-to-maturity in accordance with ASC Topic 320 “Investments - Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. When the Company’s investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.
Offering Costs
Offering costs consist of professional fees, filing, regulatory and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering.
Common Stock Subject to Possible Redemption
The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheets.
The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.
Gross proceeds | $ | |||
Less: | ||||
Fair value of Public Rights at issuance | ( | ) | ||
Common stock issuance costs | ( | ) | ||
Fair value of Public Shares | ||||
Add: | ||||
Accretion of carrying value to redemption value | ||||
Common stock subject to redemption upon Initial Public Offering and Overallotment Offering | $ | |||
Add: | ||||
Subsequent accretion of carrying value to redemption value | ||||
Common stock subject to possible redemption, December 31, 2022 | $ | |||
Less: | ||||
Redemption of common stock in connection with Trust extension | ( | ) | ||
Add: | ||||
Accretion of carrying value to redemption value | ||||
Common stock subject to possible redemption, September 30, 2023 | $ |
9
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.
Net Loss per Share of Common Stock
The
Company has two outstanding classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Earnings
and losses are shared pro rata between the two classes of stock. The
For the Three Months Ended September 30, 2023
Net loss | $ | ( | ) | |
Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense | ( | ) | ||
Net loss including accretion of temporary equity to redemption value | $ | ( | ) |
Common Shares Subject to Redemption | Non-redeemable Common Shares | |||||||
Basic and diluted net loss per share: | ||||||||
Numerator: | ||||||||
Allocation of net loss including accretion of temporary equity | $ | ( | ) | $ | ( | ) | ||
Accretion of temporary equity to redemption value | ||||||||
Allocation of net loss | $ | ( | ) | $ | ( | ) | ||
Denominator: | ||||||||
$ | ( | ) | $ | ( | ) |
10
For the Three Months Ended September 30, 2022
Redeemable | Non-redeemable | |||||||
Basic and diluted net loss per share of common stock | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ | $ | ( | ) | ||||
Denominator: | ||||||||
$ | $ | ( | ) |
For the Nine Months Ended September 30, 2023
Net loss | $ | ( | ) | |
Accretion of interest earned on Trust Account, after deduction of franchise tax and income tax expense | ( | ) | ||
Net loss including accretion of temporary equity to redemption value | $ | ( | ) |
Common Shares Subject to Redemption | Non-redeemable Common Shares | |||||||
Basic and diluted net loss per share: | ||||||||
Numerator: | ||||||||
Allocation of net loss including accretion of temporary equity | $ | ( | ) | $ | ( | ) | ||
Accretion of temporary equity to redemption value | ||||||||
Allocation of net income (loss) | $ | $ | ( | ) | ||||
Denominator: | ||||||||
$ | $ | ( | ) |
For the Nine Months Ended September 30, 2022
Redeemable | Non-redeemable | |||||||
Basic and diluted net loss per share of common stock | ||||||||
Numerator: | ||||||||
Allocation of net loss | $ | $ | ( | ) | ||||
Denominator: | ||||||||
$ | $ | ( | ) |
Concentration of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Depository Insurance Coverage of $
11
Fair Value of Financial Instruments
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
Fair Value Measurements
Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and | |
● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.
Unit Purchase Option
At
the closing of the Initial Public Offering, the Company sold to the underwriter, for an aggregate of $
Representative Shares
The
Company agreed to issue to the underwriter at the closing of the Initial Public Offering up to
12
Recent Accounting Pronouncements
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statement.
Risks and Uncertainties
Management continues to evaluate the impact of the COVID-19 pandemic and Russia-Ukraine war on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position and outlook for an Initial Business Combination, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.
The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position after any such Initial Business Combination in the future. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control.
NOTE 3 — INITIAL PUBLIC OFFERING
Pursuant
to the Initial Public Offering, on October 18, 2022, the Company sold
Simultaneously
with the closing of the Initial Public Offering, the Sponsor should have purchased a total of
On
October 21, 2022, the Company closed the sale of
13
Following
the closing of the Initial Public Offering and Overallotment, an amount of $
NOTE 4 — RELATED PARTY TRANSACTIONS
Private Placement Units
Simultaneously
with the closing of the Initial Public Offering, the Sponsor should have purchased a total of
Related Party Payables
The Company’s founders have paid expenses
on behalf of the Company totaling $
Promissory Note — Related Party
On
April 5, 2021, as further amended on April 28, 2021 and September 8, 2022, the Company entered into a promissory note with the Sponsor
for principal amount up to $
On
May 6, 2021, the Company made a drawdown of $
On
December 1, 2022, the Sponsor applied the outstanding balance on the Promissory Note of $
On July 20, 2023, the Company and the
Sponsor amended and restated the promissory note, dated as of April 5, 2021, providing for loans up to $
In connection with the approval of the extension
amendment proposal, on July 18, 2023, the Sponsor entered into a non-interest bearing, unsecured promissory note issued by the Company
in favor of the Sponsor (the “Extension Note”), providing for loans up to the aggregate principal amount of $
14
As of September 30, 2023 and December 31, 2022,
there was $
Administrative Support Agreement
Commencing
on October 14, 2022, the Company has agreed to pay the Sponsor or its affiliate a total of $
NOTE 5 — COMMITMENTS AND CONTINGENCIES
Registration Rights
The holders of the (i) the Founder Shares, which were issued in a private placement prior to the closing of the Initial Public Offering, and (ii) Private Placement Units, which were sold simultaneously with the closing of the Initial Public Offering, are entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination.
Underwriting Agreement
The
underwriters received a cash underwriting discount of $
Excise Tax
The
Inflation Reduction Act (“IR Act”) of 2022 imposes a
As
a result, subject to certain rules, the Excise Tax will apply to any redemption by a U.S.-domiciled special purpose acquisition company
(“SPAC”) taking place after December 31, 2022, including redemptions (i) by shareholders in connection with the SPAC’s
Initial Business Combination or a proxy vote to extend the lifespan of the SPAC, (ii) by SPACs if the SPAC does not complete a de-SPAC
transaction within the required time set forth in its constituent documents, or (iii) in connection with the wind-up and liquidation
of the SPAC. The financial responsibility for such Excise Tax resides with the Company and the Sponsor. This amount of
At
this time, it has been determined that the IR Act tax provisions have an impact to the Company’s fiscal 2023 income tax provision
as there were redemptions by the public stockholders in July 2023; as a result, the Company recorded $
15
Unit Purchase Option
At
the closing of the Initial Public Offering, the Company sold to the underwriter, for an aggregate of $
NOTE 6 — COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION
The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheets in accordance with ASC 480, “Distinguishing Liabilities from Equity”.
NOTE 7 — STOCKHOLDERS’ DEFICIT
Authorized Shares
The
total number of shares of capital stock, par value of $
Founder’s Shares
At
inception, January 13, 2021, the Company issued
On
December 10, 2021, pursuant to the Underwriter Addendum, the aggregate number of Founder Shares were reduced to
All
share and per-share amounts have been retroactively restated to reflect the share surrender. In connection with the partial exercise
of the over-allotment option on October 21, 2022,
Initial Public Offering
Simultaneously
with the closing of the Initial Public Offering, the Sponsor purchased a total of
On October 21, 2022, simultaneously with the consummation
of the Overallotment Offering, the Company completed the private placement of additional
Rights
16
NOTE 8 — FAIR VALUE MEASUREMENTS
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities).
Fair value measurements at reporting date using: | ||||||||||||||||
Description | Fair Value | Quoted prices in active markets for identical liabilities (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||||||||||||
Assets: | ||||||||||||||||
Marketable securities held in Trust Account as of September 30, 2023 | $ | $ | $ | $ |
Fair value measurements at reporting date using: | ||||||||||||||||
Description | Fair Value | Quoted prices in active markets for identical liabilities (Level 1) | Significant other observable inputs (Level 2) | Significant unobservable inputs (Level 3) | ||||||||||||
Assets: | ||||||||||||||||
Marketable securities held in Trust Account as of December 31, 2022 | $ | $ | $ | $ | ||||||||||||
October 18, 2022 | Level | |||||||
Instrument: | ||||||||
Representative shares | $ | 3 | ||||||
Unit Purchase Option | $ | 3 |
17
The fair
value of the Representative Shares was estimated at October 18, 2022 to be $
October 18, 2022 | ||||
Risk-free interest rate | % | |||
Expected term (years) | ||||
Dividend yield | % | |||
Volatility | % | |||
Exercise price | $ | |||
Stock Price | $ |
Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers to or from Level 3 assets or liabilities during the three and nine months ended September 30, 2023.
NOTE 9 — SUBSEQUENT EVENTS
The Company has evaluated subsequent events through the date the financial statements are available to be issued. Other than below, there are no subsequent events identified that would require disclosure in the financial statements.
Nasdaq Compliance
On August 21, 2023, the Company received a notification letter from the Nasdaq Staff, indicating that the Company was not in compliance with Listing Rules due to the delayed filing of its Form 10-Q for the period ended June 30, 2023 with the SEC. The notification had no immediate effect on the Company’s continued listing on the Nasdaq Capital Market, subject to the Company’s compliance with the other continued listing requirements. On September 6, 2023, the Company responded to Nasdaq informing the Staff the June 30, 2023 Form 10-Q will be submitted as soon as practicable. The Company filed its June 30, 2023 Form 10-Q on October 16, 2023.
Change in Executive Officer
On October 3, 2023, Mr. Hon Man Yun, the Company’s Chief Financial Officer, passed away.
Promissory Note Drawdown
On October 18, 2023, the Company made a draw of $
Trust Extension
On October 26, 2023, the Company deposited $
The delinquent $
18
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Statements
References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to Hudson Acquisition I Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Hudson SPAC Holding, LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company formed under the laws of the State of Delaware on January 13, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our Initial Business Combination using cash from the proceeds of the initial public offering, our capital stock, debt or a combination of cash, stock and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an Initial Business Combination will be successful.
19
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from inception through September 30, 2023 were organizational activities and those necessary to prepare for our initial public offering and identifying a target for an Initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Initial Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended September 30, 2023, we had a net loss of $443,146, which consisted of interest earned on marketable securities held in the trust account of $393,358 offset by general and administrative expenses of $678,504, franchise tax expense of $50,000, and provision for income taxes of $108,000.
For the three months ended September 30, 2022, we had a net loss of $13,478, which consisted of general and administrative expenses of $6,978 and franchise tax expense of $6,500.
For the nine months ended September 30, 2023, we had a net loss of $9,767, which consisted of interest earned on marketable securities held in the trust account of $1,940,473 offset by general and administrative expenses of $1,237,240, franchise tax expense of $150,000, and provision for income taxes of $563,000.
For the nine months ended September 30, 2022, we had a net loss of $59,695, which consisted of general and administrative expenses of $35,995 and franchise tax expense of $23,700.
Factors That May Adversely Affect Our Results of Operations
Our results of operations and our ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence and spending, the ongoing effects of the COVID-19 pandemic, including resurgences and the emergence of new variants, and geopolitical instability, such as the military conflict in the Ukraine. We cannot at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination.
Liquidity and Capital Resources
On October 18, 2022, we consummated our Initial Public Offering of 6,000,000 Units, at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000. On October 18, 2022, simultaneously with the consummation of the Initial Public Offering, our Sponsor partially consummated the Private Placement by subscribing to 238,500 units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded.
20
On October 21, 2022, we closed the sale of 845,300 Over-allotment Units at $10.00 per unit as a result of the underwriters’ partial exercise of their Over-allotment Option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between us and Chardan Capital Markets, LLC dated October 14, 2022. Each Over-allotment Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one Right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination. Such Over-allotment Units were registered pursuant to our registration statement. As a result of the Overallotment Offering, we received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, we completed the Overallotment Private Placement of additional 31,500 units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between us and our Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.
For the nine months ended September 30, 2023, net cash used in operating activities was $610,200. Net loss of $9,767 was offset by a non-cash charge for interest earned on marketable securities held in the Trust Account of $1,940,473. Changes in operating assets and liabilities provided $1,340,039 of cash from operating activities.
For the nine months ended September 30, 2022, net cash used in operating activities was $180,571. Net loss of $59,695 was further impacted by changes in operating assets and liabilities of $120,876.
As of September 30, 2023, we had cash held in the trust account of $25,540,833. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account to complete our Initial Business Combination. We may withdraw interest to pay taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Initial Business Combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of September 30, 2023, we had $28,332 of cash held outside of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an Initial Business Combination.
In order to fund working capital deficiencies or finance transaction costs in connection with an Initial Business Combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete an Initial Business Combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that an Initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.
If our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Initial Business Combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our Initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.
Going Concern
In connection with our assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until April 18, 2024, assuming the monthly extension requirements are satisfied, to consummate a Business Combination. We are able to extend the date by which we must consummate an Initial Business Combination beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 each calendar month. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. We have determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. We intend to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the end of the Combination Period.
21
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of September 30, 2023.
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the sponsor a monthly fee of $20,000 for office space, utilities and secretarial and administrative support provided to the Company. We began incurring these fees on October 18, 2022 and will continue to incur these fees monthly until the earlier of the consummation of an Initial Business Combination or our liquidation.
As of September 30, 2023, we had recorded deferred underwriting commissions of $2,723,060 payable only upon completion of our Initial Business Combination, which consisted of deferred underwriting commissions and representative shares (see Note 5).
Critical Accounting Estimates
The preparation of the condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have not identified any critical accounting estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures means controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving their desired control objectives.
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures under the supervision of our Chief Executive Officer and our Chief Financial Officer and concluded that our disclosure controls and procedures were not effective as of September 30, 2023 because the material weaknesses in our internal control over financial reporting as of December 31, 2022 and as described below, continue to exist as of September 30, 2023.
22
In connection with management’s report on internal controls over financial reporting included in our Annual Report on Form 10-K for the year ended December 31, 2022, management concluded that, as of December 31, 2022, our internal control over financial reporting was not effective as of December 31, 2022. We identified material weaknesses in our internal control over financial reporting, and those material weaknesses were not fully remediated as of September 30, 2023. The following material weaknesses continue to exist in our internal control over financial reporting:
1. | delinquent filings with the SEC including Form 10-K for the year ended December 31, 2022, Form 10-Q for the period ended March 31, 2023, and Form 10-Q for the period ended June 30, 2023 |
2. | complex accounting, specifically the accounting for representative shares and the Unit Purchase Option; and |
3. | the timely forfeiture of founder shares upon the over-allotment in connection with the Initial Public Offering. |
A material weakness, as defined in the SEC regulations, is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles.
Management plans to remediate the material weakness by enhancing our processes to identify and appropriately apply applicable accounting requirements and increased communication among our personnel and third-party professionals with whom we consult regarding accounting applications. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives will ultimately have the intended effects.
Changes in Internal Control over Financial Reporting
Other than the remediation efforts described above, there were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
23
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
None.
Item 1A. Risk Factors
Factors that could cause our actual results to differ materially from those in this Quarterly Report include the risk factors described in our Annual Report on Form 10-K filed with the SEC. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K filed with the SEC.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On October 18, 2022, we consummated our Initial Public Offering of 6,000,000 Units, at a price to the public of $10.00 per Unit, resulting in total gross proceeds of $60,000,000. On October 18, 2022, simultaneously with the consummation of the Initial Public Offering, our Sponsor partially consummated the Private Placement by subscribing to 238,500 units instead of the full Initial Private Placement Units, generating gross proceeds of approximately $2,385,000 instead of the full $3,400,000, part of the proceeds of which were placed in the Trust Account. The Trust Account was nonetheless fully-funded.
On October 21, 2022, we closed the sale of 845,300 Over-allotment Units at $10.00 per unit as a result of the underwriters’ partial exercise of their Over-allotment Option in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between us and Chardan Capital Markets, LLC dated October 14, 2022. Each Over-allotment Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one Right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination. Such Over-allotment Units were registered pursuant to our registration statement. As a result of the Overallotment Offering, we received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, we completed the Overallotment Private Placement of additional 31,500 units pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between us and our Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.
For a description of the use of the proceeds generated in our Public Offering, see Part I, Item 2 of this Form 10-Q.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
24
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No. | Description of Exhibit | |
31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rule 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
101.INS* | Inline XBRL Instance Document | |
101.SCH* | Inline XBRL Taxonomy Extension Schema Document | |
101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document | |
101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
* | Filed herewith. |
25
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, thereunto duly authorized.
HUDSON ACQUISITION I CORP. | ||
Date: November 14, 2023 | By: | /s/ Jiang Hui |
Jiang Hui | ||
Chief Executive Officer (Principal Executive Officer) |
26