Hudson Acquisition I Corp.

Investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct should recognize that delayed annual filings often signal administrative or audit readiness friction while a SPAC remains in a searching status, frequently preceding formal extension proposals. The filing explicitly attributes the delay to preparatory coordination rather than operational disruption, and management states it does not anticipate significant changes in results of operations, which tempers immediate red flags regarding sudden revenue decline or fraud indicators. Because the notice itself does not amend the corporate charter to extend the business combination timeline, shareholders cannot rely on this filing alone to adjust redemption calendars, and must monitor for subsequent extension voting materials. CEO Warren Wang certified the statement on March 30, 2026, placing execution responsibility directly on current leadership. No claims regarding customers, revenue, market size, technology, partnerships, or litigation are contained in the document.

SPAC is officially delisted with only 36,771 public shares outstanding after 4th extension, trust is tiny ($1.08M), working capital deeply negative ($4.68M deficit), and the Aiways deal faces a long, uncertain path without a Nasdaq listing. Sponsor funding is covering losses but trust is insufficient for a meaningful de-SPAC. The trust overpayment error indicates a past control lapse in trust accounting.

A late filing notification delays public access to the SPAC’s third-quarter financials, temporarily suspending investor scrutiny of trust expenditures, advisory fees, or transaction-related liabilities that typically inform redemption calculations and deal-progress assessments. While the registrant emphasizes prior compliance and denies imminent operational shifts, extended disclosure gaps can pressure shareholders weighing whether to await full financial transparency or exercise redemption rights ahead of the scheduled liquidation window. Monitoring the subsequently filed Form 10-Q will reveal whether the delay stems from routine quarterly compilation or from unresolved matters affecting sponsor conduct or capital preservation. Warren Wang remains the designated contact at 347 4104710.

This filing reveals severe financial distress: trust account is being depleted for non-tax purposes, the company has no cash, is delisted from Nasdaq, and faces substantial doubt about going concern. The overpayment issue and misuse of trust funds raise sponsor conduct red flags. The deadline has been extended to July 2026, but with no cash and mounting liabilities, the ability to complete a business combination is highly uncertain. Investors should be aware of potential liquidation and loss of remaining trust value.

According to the Company’s statements, the approved extension pauses mandatory monthly trust contributions while granting a final operating window, though the reported redemption activity depleted liquid assets to approximately $390,000 post-payment. The registrant notes that the adjournment proposal also passed with 2,090,359 votes FOR and 276 AGAINST, indicating management maintains procedural flexibility for future proxy solicitations. Executed by Chief Executive Officer Warren Wang, the filing formally amends Delaware corporate records but contains no forward-looking commentary on target verticals, projected revenues, technology roadmaps, or ongoing litigation. The precise reduction of the trust pool following a single extension vote highlights sponsor-driven capital preservation mechanics and directly constrains subsequent runway for operational expenditures or due diligence costs.

The sponsor holds 95% of the outstanding common stock and intends to vote for the proposals, making passage highly probable unless redemptions drain the trust excessively. The filing confirms a Draft Registration Statement on Form F-4 for the proposed merger with Aiways Automobile Europe Gmbh via EUROEV Holdings Limited was submitted to the SEC on January 25, 2025, with Amendment No. 4 expected around the meeting date. Nasdaq completed delisting the company's securities on January 24, 2025, due to missed listing requirements, raising compliance questions for the post-combination entity. If the extension fails, the board expects to cease operations and liquidate within ten business days, distributing the trust balance pro rata. The sponsor has separately agreed to cover any potential excise taxes under the Inflation Reduction Act on redemptions directly, shielding the trust account from those costs.

The extension purchases time to finalize the Aiways transaction, but the filing confirms Nasdaq delisted HUDA’s securities effective January 24, 2025 after the Company failed to satisfy minimum holder, public float, and market value standards, creating significant uncertainty regarding post-combination exchange eligibility and secondary-market liquidity for public shareholders who continue holding. Because the Sponsor controls roughly 95% of voting power, public stockholders cannot block the extension, leaving them to choose between collecting the documented approximately $10.89 per-share trust value before the October 13 redemption cutoff or remaining invested in a delisted vehicle with an extended dissolution timeline. The elimination of monthly cash calls reduces administrative and funding burdens on insiders but removes a discretionary liquidity buffer. The Company warns that mass exercise of the October 13 redemption right could drain trust balances below amounts needed to close the merger, potentially forcing unsolicited financing or triggering liquidation, while the Sponsor stands to forfeit its disclosed $25,000 founder contribution and $3,715,000 private placement investment if the Company fails to combine by the Extended Date.

From a compliance and sponsor-conduct lens, this filing documents another administrative delay and establishes a stated history of untimely periodic reporting over the last twelve months, which the Registrant attributes to internal preparation needs and third-party coordination. While it does not alter statutory liquidation timelines or trigger extension procedures, a pattern of late filings can obstruct investor oversight, postpone material disclosures about business development or financial condition, and invite heightened regulatory scrutiny. Because the company neither disclosed active target negotiations nor outlined a revised merger deadline, shareholders face continued uncertainty regarding capital allocation timing and execution credibility. The filing's emphasis on auditing and legal review cycles may foreshadow deeper accounting or governance hurdles if unresolved before the existing deadline passes.

This filing contains no update on the EuroEV combination timeline, confirming the SPAC remains in a search phase. Mechanically, the repeated omission of allowable tax withdrawals before extension payout demonstrates a lapse in trust account administration controls that directly impacts how redemption pricing is calculated and settled. While it does not alter the current trust environment or the 2026-07-18 deadline, the mandatory restitution requests signal that sponsor administrators lack robust real-time reconciliation processes, which investors should scrutinize when assessing readiness for subsequent extension votes or potential termination. The filing also includes standard forward-looking statements noting risks that the proposed Business Combination may not complete by the deadline, may face stockholder approval failures, or may encounter supply chain, regulatory, and capital-raising uncertainties, none of which advance the transaction's material terms or voting schedule.

Redemption mechanics: with only 98,263 public shares and trust account of $1.09M, remaining shareholders face a trust value per share of $9.29, which is below the $10.00 IPO price and may decline further if the deal fails. The deadline to complete a business combination is October 18, 2025; failure will trigger mandatory liquidation. Nasdaq delisting eliminates exchange trading, harming liquidity and price discovery for remaining holders. The sponsor faces potential repayment of the Aiways bridge loan if the deal fails. The excise tax liability of $719,176 remains unpaid, accruing 10% annual interest and 5% monthly penalties, adding additional risk to any liquidation proceeds. No new operational business or revenue generated; the company remains a shell.

Nasdaq explicitly cited the Company's failure to qualify for listing under Listing Rules 5250(c)(1), 5450(a)(2), 5450(b)(2)(B), 5450(b)(3)(B), 5450(b)(2)(C), and 5450(b)(2)(A). The Exchange's final action severs listed trading channels while the entity searches for a business combination ahead of its July 18, 2026 deadline, which structurally accelerates pressure on standard redemption mechanics and trust value distribution pathways, though the filing itself discloses no extension votes, merger progress, or sponsor conduct beyond the regulatory timeline. Nasdaq recorded the Company exercising its appeal right on July 24, 2024, receiving partial moot letters on July 29, 2024, and August 12, 2024, attending a hearing on August 22, 2024, and ultimately facing sustained suspension and delisting.

Regulatory filing delinquency introduces compliance friction that may delay merger execution and invite further SEC review before the scheduled liquidation window. Investors tracking the SPAC’s deal cadence, sponsor execution, and redemption/trust safeguards should watch for timely submission of the overdue Form 10-Q, as recurring reporting gaps often signal operational bottlenecks or partnership stalls that could compress the time available to consummate a transaction.

Redemption math and timeline are central: the trust account is only about $1.12 million, the balance sheet values the remaining redeemable public shares at $9.21 per share, the charter liquidation deadline is October 18, 2025 if no business combination closes, and the amended BCA outside date is July 18, 2025. Nasdaq delisting is a direct obstacle because the BCA requires approval for listing Pubco ordinary shares on Nasdaq, and the combined entity would need initial listing approval. The BCA also still requires at least $100 million of transaction financing. The trust account misuse disclosure raises creditor-claim risk that could further reduce per-share redemption proceeds. Sponsor conduct matters here too: under the BCA, the Sponsor and Sponsor Guarantor agreed to pay HUDA closing expenses, certain required pre-closing taxes, and to repay the $1.5 million bridge advance in specified termination scenarios; the Sponsor also has a $240,000 outstanding extension note and the company pays the Sponsor $20,000 per month for administrative support.

The notification does not modify the SPAC’s SEARCHING status, reported trust value of $11.08 per share, or redemption deadline of 2026-07-18, and it does not request a formal business combination extension. However, the deferred 10-K temporarily suspends public disclosure of audited financials, which restricts shareholder visibility into trust usage, liability positions, and sponsor diligence progress ahead of potential merger announcements or redemption decisions. CEO Warren Wang confirmed that all other periodic reports over the preceding 12 months were filed and denied any anticipated significant change in results of operations for the subject report, characterizing the delay as an administrative accounting cycle matter rather than an indication of operational distress, liquidity constraints, or settlement negotiations that could trigger early redemptions.

The extension shifts the effective end-date for any mandatory redemption or liquidation cycle forward by roughly three months, extending the period during which trust assets remain locked and public shareholders await a final vote or payout decision. By retaining the 1/5th rights conversion mechanism rather than moving toward 1/50th, the sponsor preserves the existing economic calculus for rights holders and alters the post-combination fully diluted share count compared to earlier market assumptions. The delayed reporting of the Nasdaq delisting determination raises governance concerns, as the filing itself contains a draft notation questioning why the January event was not disclosed contemporaneously. Furthermore, the presence of a Nasdaq hearing panel ruling underscores that exchange compliance remains an active, unresolved condition to the merger’s completion. Executive Warren Wang’s execution of the amendment confirms management continues to pursue the transaction despite the exchange enforcement action, but public investors must assess whether the revised July 18, 2025 timeline realistically permits both shareholder approval and Nasdaq listing qualification.

The extension to July 18, 2025 pushes the contractual deadline to close or terminate the merger, directly resetting the window for shareholder meetings, redemption voting procedures, and the point at which trust account liquidation would trigger if no business combination occurs. Permanently fixing the rights conversion ratio at one-fifth establishes a static post-combination capital structure baseline, removing the previously contemplated one-fiftieth adjustment and altering expected dilution parameters for remaining investors. The documented Nasdaq delisting creates immediate exchange listing risk; because the panel mandated initial listing criteria validation by January 20, 2025, the SPAC has already missed a structural compliance checkpoint, which heightens execution uncertainty for the combined entity and typically correlates with elevated redemption exposure ahead of any remaining deadline. Beyond these mechanical and listing developments, the filing contains forward-looking statement disclaimers and risk factor disclosures authored collectively by EuroEV, HUDA, and the Company, with no specific customer metrics, revenue figures, market size estimates, technology roadmaps, partnership details, or personnel movements disclosed in the text. Executing signatories identified are Warren Wang for HUDA, Yanmin Zhang for EuroEV and Aiways Tech Limited, and Alexander Klose-Mozer for Aiways Automobile Europe GmbH.

This filing provides the first detailed terms of HUDA's business combination target. Investors can now assess the deal structure, redemption mechanics, trust value, extension plans, and sponsor commitments. The Outside Date is April 18, 2025, with extensions available. Redemption rights are provided. No minimum cash condition reduces deal risk.

This filing moves HUDA out of 'SEARCHING' status and triggers the de-SPAC process, obligating the registrant to file a Registration Statement on Form F-4 containing a preliminary proxy statement and prospectus. Those future filings will establish the definitive redemption calendar, trust account per-share payout mechanics, and voting deadlines. The $410 million valuation provided by the press release sets the baseline for investor deal economics. Additionally, the disclosed supply chain architecture—sourcing from a Chinese affiliate, securing memoranda of understanding for additional light vehicle and van manufacturers, and targeting 2025 European localization—provides early, management-attributed visibility into execution pathways and operational scaling that shareholders will weigh against potential redemptions when the proxy materials are published.

This filing is material because it provides critical updates on the SPAC's dwindling trust, the risk of Nasdaq delisting, and the tight timeline to close the Aiways deal. The trust per share has fallen to $11.08, but the redemption value is $9.10, indicating potential losses for remaining public shareholders if the deal fails. The working capital deficit and going concern warning highlight severe liquidity constraints. The Nasdaq conditional listing exception requires the business combination to close by January 20, 2025, adding urgency. The continued material weaknesses in internal controls raise governance concerns. Investors monitoring redemption deadlines, deal progress, and sponsor conduct will find this filing highly informative.

This filing is critical for investors tracking redemption deadlines, trust value, and deal progress. The trust is nearly depleted, the SPAC is at risk of Nasdaq delisting, and it has a limited window to close a business combination with Aiways. The advance from Aiways indicates a potential deal, but the company's financial condition is precarious. The delisting risk and going concern warning highlight significant downside risk.

The disclosure reveals a severe liquidity and going-concern crisis. The sponsor has stopped funding extension payments, the trust value is drained from $69 million at IPO to $26 million, and 97% of public shares have been redeemed. The company is now subject to mandatory Nasdaq delisting proceedings. Management has expressed substantial doubt about the company's ability to continue as a going concern if a business combination is not completed by October 18, 2025.

The delisting directly impacts tradability and liquidity for public shareholders ahead of any de-SPAC transaction. Nasdaq staff determined that as of July 22, 2024, the market value of listed securities was $23,828,956 and the market value of publicly held shares was $1.3 million, both missing the required $50,000,000 and $15 million thresholds respectively. The exchange also flagged a potential breach of the minimum 400 total holders rule due to the redemption volume. Regarding merger strategy, the press release stated the company remains searching for a business combination and affirmed that SPAC delisting will not preclude the future combined entity from obtaining initial Nasdaq listing approval under standard quantitative standards. Personnel disclosures identify Chief Executive Officer Warren Wang as the signing officer, with Pengfei Xie listed for corporate contact and Annabelle Zhang at International Elite Capital Inc. handling investor and media relations. No customer, revenue, market size, technology, partnership, or litigation specifics are provided beyond these compliance and administrative actions.

This filing is material because it signals that HUDA has a rapidly depleting trust, severe liquidity constraints outside the trust, and ongoing internal control failures. The fact that the sponsor could not make required monthly extension payments to the trust in early 2024 indicates financial strain. The removal of the China restriction opens the door to Chinese targets, which may be seen as either an opportunity or a risk, depending on investor sentiment. The auditor's going concern opinion and the SEC delinquencies point to a high-risk, time-pressed SPAC. For an investor tracking redemption deadlines, this filing documents the massive dilution of the float and the precarious state of the operating cash needed to facilitate a deal.

The removal of mandatory monthly trust deposits halts recurring trust-funded cash outflows, preserving remaining liquidity while the sponsor pursues a deal until the new October 18, 2025 termination date. The newly authorized tender offer right for IPO Shares and IPO Rights creates a separate price-discovery and exit path distinct from ordinary common stock redemptions. Per the registration data, the entity lists Standard Industrial Classification 6770 with an organization name referencing the '05 Real Estate & Construction' sector, indicating the sponsor's targeted industry pipeline. Chief Executive Officer Warren Wang executed the July 8, 2024 amendment on behalf of the registrant. With the observed public trust value at $11.08 per share, investors should monitor how the extended timeline and tender offer provision may affect redemption economics or sponsorship conduct ahead of the final deadline.

What changed: SEC Form 12b-25, a routine compliance exhibit notifying the Securities and Exchange Commission of a delayed quarterly filing. The filing introduces no changes to the SPAC’s redemption mechanics, trust account valuation, business combination deadline, or sponsor conduct. Chief Executive Officer Warren Wang stated that Hudson Acquisition I Corp. missed its scheduled Form 10-Q submission date because it requires additional time to work internally and with its advisor, auditor and legal counsel to prepare and finalize the Form 10-Q. The company confirmed that all other periodic reports over the preceding twelve months were filed on time and claimed no anticipated significant change in operating results compared to the prior-year period. The registrant set a revised submission target for the fifth calendar day following the original regulatory deadline. The document contains no substantive claims regarding customer pipelines, revenue metrics, market sizing, strategic partnerships, technology developments, or pending litigation beyond standard procedural disclosures. Contact details point to Warren Wang at 347 4104710, situated at 31 Hudson Yards, Office 51, New York, NY 10001, with execution dated May 14, 2026, for the period ended March 31, 2026. Why it matters: Administrative delays in periodic reporting do not trigger automatic extensions or modify shareholder redemption rights, but they often indicate internal bottlenecks or audit coordination challenges that investors should monitor closely. As a search-stage entity, any unexplained lag between operational events and public disclosure increases transparency risk and prolongs the period during which general and administrative expenses may draw down the trust balance before a de-SPAC transaction concludes. While this specific Form 12b-25 provides no data on capital expenditure trajectories or merger target validation, it establishes a baseline for evaluating whether the sponsor’s advisory team encounters structural impediments to timely financial reporting. Investors tracking the upcoming sunset provision should treat this notification as a watch signal rather than a mechanism shift, awaiting the eventual quarterly release to assess whether operational burn rates align with projected runway.

What changed: Form 10-K annual report for the fiscal year ended December 31, 2025, filed by Hudson Acquisition I Corp. (HUDA), a blank-check SPAC searching for a business combination. Trust value per share fell from $9.21 as of 2024-12-31 to $16.21 as of 2025-12-31 (due to nearly all remaining public shares being redeemed, leaving only 36,771 public shares outstanding, which mathematically increases the per-share trust value). Trust account cash dropped from $1,122,381 to $406,761. Public shares outstanding collapsed from 98,263 to 36,771 after an October 2025 extension vote triggered the redemption of 61,492 shares at ~$11.08 each. The business combination deadline was extended to July 18, 2026. HUDA's securities were delisted from Nasdaq effective January 24, 2025, and a Form 25 was filed on July 11, 2025; there is no active public market for its securities. An overpayment of approximately $819,949 to redeeming stockholders in prior extensions was disclosed, of which $344,506 has been clawed back as of the filing date. Sponsor carried a principal balance of $1,115,977 on convertible notes at year-end. Why it matters: This filing is the first comprehensive look at HUDA's condition since its Nasdaq delisting. The trust is nearly depleted and the public float is virtually zero (only 36,771 shares). The proposed business combination with Aiways Automobile Europe GmbH (an electric vehicle company), valued at $410 million in the November 2024 merger agreement, is the last meaningful path to avoid liquidation. The filing confirms that sponsor Hudson SPAC Holding LLC controls 98.27% of the voting power, meaning the combination is effectively subject only to sponsor approval. A $5.0 million PIPE at $5.00/share (half the $10.00 merger valuation) was completed in late 2025, diluting public holders further. The independent auditor HCL,PLLC issued a going-concern opinion. The filing also reveals a pending employment lawsuit against HUDA and a countersuit for at least $6.5 million. Investors should note the high risk of a near-zero recovery if the Aiways deal does not close by July 2026.

What changed: A Form 8-K Current Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 disclosing a change in the registrant’s independent registered public accounting firm. On April 8, 2026, the audit committee approved the immediate dismissal of WWC, P.C. as the Company’s independent auditor and appointed HCL, PLLC as its replacement for the fiscal year ending December 31, 2025. According to the filing, WWC’s reports for the fiscal years ended December 31, 2024 and December 31, 2023 contained unqualified opinions, and there were no “disagreements” or “reportable events” between the Company and WWC concerning accounting principles, financial statement disclosure, or auditing scope through April 8, 2026. Chief Executive Officer Warren Wang executed the report, and Exhibit 16.1 includes a letter from WWC dated April 9, 2026 confirming the former auditor does not disagree with the Company’s disclosed statements regarding the transition. Why it matters: This 8-K provides no updates on the merger target search, redemption calendar, trust value, extension procedures, or sponsor conduct. The auditor change appears strictly administrative and uncontested, eliminating the red flags investors typically track when sponsors switch auditors ahead of a deSPAC transaction. Because the filing notes zero historical disputes or scope limitations, it carries no implication of hidden financial reporting risks. Consequently, the document leaves the July 18, 2026 liquidation deadline, the $11.08 trust value per share, and all shareholder redemption mechanics entirely unaffected. Outside the certified accounting firm substitution, the filing discloses no substantive operational, legal, or strategic developments.

What changed: Form 12b-25 Notification of Late Filing submitted by Hudson Acquisition I Corp. acknowledging its failure to timely file the Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The registrant reported it requires additional time to work internally and with its advisor, auditor, and legal counsel to prepare and finalize the Form 10-K. It anticipates filing no later than the fifteenth calendar day following the prescribed due date. All other periodic reports under Section 13 or 15(d) were confirmed as previously filed. The notice does not detail trust account adjustments, formal extension approvals, or redemption mechanics. Why it matters: Investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct should recognize that delayed annual filings often signal administrative or audit readiness friction while a SPAC remains in a searching status, frequently preceding formal extension proposals. The filing explicitly attributes the delay to preparatory coordination rather than operational disruption, and management states it does not anticipate significant changes in results of operations, which tempers immediate red flags regarding sudden revenue decline or fraud indicators. Because the notice itself does not amend the corporate charter to extend the business combination timeline, shareholders cannot rely on this filing alone to adjust redemption calendars, and must monitor for subsequent extension voting materials. CEO Warren Wang certified the statement on March 30, 2026, placing execution responsibility directly on current leadership. No claims regarding customers, revenue, market size, technology, partnerships, or litigation are contained in the document.

What changed: Quarterly Report on Form 10-Q (unaudited condensed financial statements for the period ended September 30, 2025). Trust/share: $11.08 (Sep 30, 2025), later redemptions at ~$10.89 in Oct 2025; trust value: $1,078,515. Deadline extended from Oct 18, 2025 to Jul 18, 2026. Deal: Business Combination Agreement with Aiways (EV company) remains signed but not closed. No monthly deposits required for extensions. Nasdaq delisting finalized Jul 11, 2025; no reverse merger listing path remains. Sponsor loan (convertible) increased to $1,088,591. Trustee overpaid ~$820k to prior redeeming stockholders; $344,506 clawed back as of Sep 30, 2025. Why it matters: SPAC is officially delisted with only 36,771 public shares outstanding after 4th extension, trust is tiny ($1.08M), working capital deeply negative ($4.68M deficit), and the Aiways deal faces a long, uncertain path without a Nasdaq listing. Sponsor funding is covering losses but trust is insufficient for a meaningful de-SPAC. The trust overpayment error indicates a past control lapse in trust accounting.

What changed: SEC Form 12b-25 (Notification of Late Filing) submitted by Hudson Acquisition I Corp. to declare a delayed submission of its Quarterly Report on Form 10-Q for the period ended September 30, 2025. Chief Executive Officer Warren Wang, signing on behalf of the registrant from 31 Hudson Yards, Office 51, New York, NY 10001, states the company 'requires additional time to work internally and with its advisor, auditor and legal counsel to prepare and finalize the Form 10-Q.' The filing commits to delivering the report 'no later than the fifteenth calendar day following the prescribed filing date.' It confirms that all other periodic reports under Section 13 or 15(d) of the Securities Exchange Act or Section 30 of the Investment Company Act during the 'preceding 12 months' were filed successfully, and asserts no anticipated 'significant change in results of operations' for the upcoming statements. The document contains no information regarding business combination targets, trust account balances, shareholder redemption mechanics, sponsor extensions, or target due diligence. Why it matters: A late filing notification delays public access to the SPAC’s third-quarter financials, temporarily suspending investor scrutiny of trust expenditures, advisory fees, or transaction-related liabilities that typically inform redemption calculations and deal-progress assessments. While the registrant emphasizes prior compliance and denies imminent operational shifts, extended disclosure gaps can pressure shareholders weighing whether to await full financial transparency or exercise redemption rights ahead of the scheduled liquidation window. Monitoring the subsequently filed Form 10-Q will reveal whether the delay stems from routine quarterly compilation or from unresolved matters affecting sponsor conduct or capital preservation. Warren Wang remains the designated contact at 347 4104710.

What changed: 10-Q quarterly report for Hudson Acquisition I Corp. for the period ended June 30, 2025, filed on October 20, 2025. Trust account value decreased to $1,093,891 (from $1,122,381 at year-end 2024); net loss of $360,472 for six months; working capital deficit increased to $4,786,528; cash balance zero; fourth extension amendment filed extending deadline to July 18, 2026; Nasdaq delisting finalized on July 11, 2025; company disclosed overpayment of redemption proceeds by $819,949 and is seeking return; use of trust funds for operating expenses not in accordance with trust agreement; income tax payable $931,000, excise tax payable $719,176, franchise tax payable $298,886; no material update on business combination with Aiways. Why it matters: This filing reveals severe financial distress: trust account is being depleted for non-tax purposes, the company has no cash, is delisted from Nasdaq, and faces substantial doubt about going concern. The overpayment issue and misuse of trust funds raise sponsor conduct red flags. The deadline has been extended to July 2026, but with no cash and mounting liabilities, the ability to complete a business combination is highly uncertain. Investors should be aware of potential liquidation and loss of remaining trust value.

What changed: A Form 8-K Current Report (filed 2025-10-16) disclosing the results of a Special Meeting held on October 15, 2025, encompassing Item 5.03 (Amendments to Articles of Incorporation), Item 5.07 (Submission of Matters to a Vote of Security Holders), and Item 8.01 (Other Events), accompanied by Exhibit 3.1, a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation. Per the Company’s filing, stockholders approved a charter amendment extending the business combination deadline from October 18, 2025 to July 18, 2026 through nine consecutive one-month increments, with the registrant stating the amendment will no longer require monthly deposits into the Trust Account. At the September 25, 2025 record date, there were 2,181,088 shares outstanding and approximately 96% participated in the vote. For the Extension Amendment Proposal, the filing reports 2,090,009 votes FOR and 626 votes AGAINST. Under Item 8.01, the Company reports that 61,492 shares were redeemed at approximately $10.89 per share, resulting in an aggregate payout of approximately $670,000 and reducing the Trust Account balance to approximately $390,000. Why it matters: According to the Company’s statements, the approved extension pauses mandatory monthly trust contributions while granting a final operating window, though the reported redemption activity depleted liquid assets to approximately $390,000 post-payment. The registrant notes that the adjournment proposal also passed with 2,090,359 votes FOR and 276 AGAINST, indicating management maintains procedural flexibility for future proxy solicitations. Executed by Chief Executive Officer Warren Wang, the filing formally amends Delaware corporate records but contains no forward-looking commentary on target verticals, projected revenues, technology roadmaps, or ongoing litigation. The precise reduction of the trust pool following a single extension vote highlights sponsor-driven capital preservation mechanics and directly constrains subsequent runway for operational expenditures or due diligence costs.

What changed: A definitive proxy statement (DEF 14A) soliciting shareholder votes at a special meeting for a charter amendment to extend the business combination deadline and a motion to adjourn the meeting. The proposal extends the termination date from October 18, 2025, to July 18, 2026, removing the obligation for monthly trust deposits effective June 18, 2024. A redemption election is opened for public shares, priced at approximately $10.89 per share based on $1,078,515 held in the trust account as of September 26, 2025. The redemption deadline is 5:00 p.m. Eastern Time on October 13, 2025, prior to the October 15, 2025 special meeting. Why it matters: The sponsor holds 95% of the outstanding common stock and intends to vote for the proposals, making passage highly probable unless redemptions drain the trust excessively. The filing confirms a Draft Registration Statement on Form F-4 for the proposed merger with Aiways Automobile Europe Gmbh via EUROEV Holdings Limited was submitted to the SEC on January 25, 2025, with Amendment No. 4 expected around the meeting date. Nasdaq completed delisting the company's securities on January 24, 2025, due to missed listing requirements, raising compliance questions for the post-combination entity. If the extension fails, the board expects to cease operations and liquidate within ten business days, distributing the trust balance pro rata. The sponsor has separately agreed to cover any potential excise taxes under the Inflation Reduction Act on redemptions directly, shielding the trust account from those costs.

What changed: Preliminary Proxy Statement (Schedule 14A) convening a Special Meeting of Stockholders on October 15, 2025 to solicit proxies for an Extension Amendment Proposal and an Adjournment Proposal. Redemption deadline, trust mechanics, and sponsor voting: According to the filing, the Board proposes amending the Charter to extend the Business Combination termination date from October 18, 2025 to July 18, 2026 via up to nine one-month increments. The amendment eliminates the requirement for monthly cash contributions to the Trust Account retroactive to June 18, 2024. As of September 26, 2025, the Company reports the Trust Account held approximately $1,078,515, which it anticipates translates to an approximate $10.89 per-share redemption price. There were 98,263 Public Shares outstanding as of the September 25, 2025 record date. Shareholders must submit written redemption requests and deliver stock by 5:00 p.m. Eastern Time on October 13, 2025. Deal progress: The proxy statement states the Company entered a Business Combination Agreement with Aiways Automobile Europe Gmbh on November 22, 2024. A Draft Registration Statement on Form F-4 for EUROEV Holdings Limited was submitted to the SEC on January 25, 2025, amended per SEC comments, with Amendment No. 4 expected around the meeting date. Sponsor conduct: Hudson SPAC Holding, LLC holds 2,082,825 shares, representing approximately 95% of outstanding Common Stock, and intends to vote those shares 'FOR' both proposals. The Sponsor waives redemption rights for its shares and contracts to pay any Inflation Reduction Act excise taxes triggered by redemptions without seeking recourse against the Trust Account. Why it matters: The extension purchases time to finalize the Aiways transaction, but the filing confirms Nasdaq delisted HUDA’s securities effective January 24, 2025 after the Company failed to satisfy minimum holder, public float, and market value standards, creating significant uncertainty regarding post-combination exchange eligibility and secondary-market liquidity for public shareholders who continue holding. Because the Sponsor controls roughly 95% of voting power, public stockholders cannot block the extension, leaving them to choose between collecting the documented approximately $10.89 per-share trust value before the October 13 redemption cutoff or remaining invested in a delisted vehicle with an extended dissolution timeline. The elimination of monthly cash calls reduces administrative and funding burdens on insiders but removes a discretionary liquidity buffer. The Company warns that mass exercise of the October 13 redemption right could drain trust balances below amounts needed to close the merger, potentially forcing unsolicited financing or triggering liquidation, while the Sponsor stands to forfeit its disclosed $25,000 founder contribution and $3,715,000 private placement investment if the Company fails to combine by the Extended Date.