HUDAU Hudson Acquisition I Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 14, 2024

 

HUDSON ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

 

Delaware		001-41532		86-2712843
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

19 West 44th Street, Suite 1001
New York, NY		10036
(Address of principal executive offices)		(Zip Code)

 

(347) 410-4710

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Right		HUDA U		The Nasdaq Stock Market LLC
Shares of Common Stock, par value $0.0001 per share		HUDA		The Nasdaq Stock Market LLC
Rights, each to receive one-fifth (1/5) of a share of Common Stock		HUDA R		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

On May 14, 2024, Hudson Acquisition I Corp. (the “SPAC” or “HUDA”) set forth the terms of a business combination transaction (the “de-SPAC”), between HUDA and Aiways Automobile Europe GmbH (the “Company”) via a Letter Agreement. In connection with the de-SPAC, the shareholders of the Company will receive newly issued shares of HUDA common stock. The common stock of the SPAC shall be issued at $10.00 per share, which shall not include Rights or Warrants. The term of this Agreement shall end on January 18, 2025 (the “Term”). The de-SPAC is expected to close on or around December 31, 2024.

 

The foregoing description of the Letter Agreement is not complete and is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

 

Item 7.01 Regulation FD

 

On May 14, 2024, Hudson Acquisition I Corp. (the “SPAC”) issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

Exhibit		Description
10.1		Letter Agreement dated May 14, 2024
99.1		Press Release dated May 14, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: May 16, 2024

 

HUDSON ACQUISITION I CORP.
By:	/s/ Warren Wang
Name:	Warren Wang
Title:	Chief Executive Officer

 

 

 

2

 

Exhibit 10.1

 

LETTER AGREEMENT

 

This letter agreement (the “Agreement”), dated May 14 2024, sets forth certain terms of a business combination transaction (the “De-SPAC Transaction” and its consummation, the “Closing”) between Aiways Automobile Europe GmbH (the “Company”), and Hudson Acquisition I Corp. (the “SPAC”). All matters set forth in this Agreement shall constitute binding agreements between the Company and SPAC.

 

Notwithstanding the binding effect of the Agreement, the terms and conditions upon which the Company and SPAC would enter into the De-SPAC Transaction shall be finalized in the Business Combination Agreement (the “BCA”) between the Company and SPAC at a later date.

 

1. Material Terms. Set forth below are the material terms relating to the De-SPAC Transaction.

 

 

Parties	The Company and SPAC (each, a “Party” and, collectively, the “Parties”).
Private Investment by the Company; Prior to the Closing of De-SPAC Transaction	The completion of the De-SPAC Transaction requires that the Company invest a total amount of Two Million Dollars (US$ 2,000,000) in SPAC (the “PI”), which shall be paid to SPAC according to the wiring instructions attached herein as Exhibit A in three (3) installments: 1) First Payment: One Million Dollars (US$ 1,000,000) at or immediately before the signing of this Agreement; 2) Second Payment: Five Hundred Thousand Dollars (US$ 500,000) at or immediately before the SEC Filings (as defined below); and 3) Third Payment: Five Hundred Thousand Dollars (US$ 500,000) at or immediately before the Closing.
Private Investment; At the Closing of De-SPAC Transaction	The Company, at its sole discretion, shall receive i) a cash payment of Two Million Dollars (US$ 2,000,000) or ii) SPAC Shares (as defined below) at the Closing of the De-SPAC Transaction.
De-SPAC Transaction	Upon the receipt of the First Payment of the PI, SPAC will become legally bounded to entering a BCA1 with the Company exclusively, pursuant to which SPAC shall acquire 100% of the outstanding equity interests of the Company2 and consummate a business combination. At Closing, the Company’s shareholders shall receive a number of newly issued shares of common stock of SPAC (the “SPAC Shares”), valued at $10.00 per share, in an aggregate amount representing the Equity Valuation (as defined below).
SPAC Shares	Common stock of SPAC, identical to the existing common shares, would be issued at $10.00 per share with no Rights or Warrants.

 

Equity Valuation

The equity valuation ascribed to the Company for the purpose of the De- SPAC Transaction will be US$ 400,000,000 (the “Equity Valuation”)3.

 

1	Note: SPAC will provide the BCA draft in due course.

 

2,3	Note: Subject to further discussion and revision between the Parties.

 

 

PIPE; Shares to be Issued	Financing in the form of private investments in SPAC’s equity (the “PIPE”) will not be required for the purpose of the De-SPAC Transaction. However, in the event of a PIPE investment, if so happens, the shares issued in connection with the PIPE investment will be identical to the SPAC Shares and issued at $10.00 per share.
Proxy Statement to be Filed with the SEC	As promptly as practicable upon the execution of the BCA, SPAC shall file with the SEC a proxy statement related to the De-SPAC Transaction (the “Proxy Statement” or “Form S-4”). SPAC shall be responsible for all fees and expenses incurred in connection with preparing and executing the BCA, and filing the Proxy Statement.
Company Financial Statements; Cooperation	In connection with SPAC’s preparation of the Proxy Statement and any other filings required by the SEC (collectively, the “SEC Filings”), the Company shall provide audited financial statements required under federal securities laws to be included in the SEC Filings. The Company shall use its best effort to cause its auditors to complete the auditing of the financial statements within three (3) months of signing of this Agreement on or before July 31 2024 for timely filings with the SEC.
Regulatory and Other Approvals	The Parties shall use its best effort to take all actions necessary to consummate the De-SPAC Transaction, including, among other things, to obtain all consents and approvals from governmental authorities.
Lock-up	SPAC sponsor’s shares, SPAC Shares issued to the Company, PIPE investors or other entities, shall all be subject to a 6-month lock-up period.
Management; Board of Directors	The composition of the board of directors of SPAC upon Closing will be determined by the Company. The pre-Closing board of directors of the Company shall have the right to designate the initial chairperson of the board of directors.
Name; Listing	Upon Closing, SPAC shall be renamed Aiways Automobile Europe GmbH and trade on NASDAQ under a new ticker.

 

2. Term This Agreement shall commence on May 1 2024 and end on January 18 2025 (the “Term”). This Agreement shall remain valid except for reasons described in Section 3 “Termination”.

 

3. Termination. This Agreement shall not be terminated by either Party before the end of the Term, except for the reasons of: 1) Failure to complete the auditing of financials timely by the Company or 2) Failure to execute the BCA timely by the Company (an “Early Termination”). “Timely” shall have the meaning as defined below in Section 4 “Timing”. An Early Termination pursuant to Section 4 “Timing” is hereby consented and authorized by both Parties upon the occurrence of either 1) or 2) in this Section.

 

 

4. Timing. The Parties expect the completion of the auditing and execution of the BCA on or before July 31 2024 and the submission of audited financials with the SEC Filings on or before August 15 2024.

 

5. Non-Refundable Payment. The First Payment of One Million Dollars (US$ 1,000,000) shall be non- refundable in an early termination. Under no circumstances shall the Company request or demand the said payment be returned to the Company due to any reason described in Section 3 “Termination”.

 

6. Representations and Warranties. Each of the Parties represents and warrants to the other Party that this Agreement has been validly executed and all matters set forth in this Agreement constitute valid and binding obligations of such Party, enforceable against such Party in accordance with its terms.

 

7. Confidentiality. The Parties agree that the existence of this Agreement, its contents, any information provided by either Party in connection with this Agreement and any discussions between the parties (including the identity of parties) or their respective representatives (including the terms or status thereof) shall be deemed “Confidential Information” as set forth in, and shall be subject to the restrictions of, that certain Confidentiality Agreement dated April 12, 2024 between the Company and SPAC, as the same may be further amended or supplemented in accordance with its terms.

 

8. Miscellaneous. This Agreement shall be governed by the laws of the State of Delaware, without giving effect to principles of conflicts of laws that would allow or mandate the application of the laws of any other jurisdiction. Venue shall be in the Chancery Court of the State of Delaware, which will have exclusive jurisdictions for all disputes arising out of this Agreement. THE PARTIES AGREE TO WAIVE ANY RIGHT TO A JURY TRIAL WITH RESPECT TO ALL DISPUTES ARISING OUT OF THIS LETTER AGREEMENT. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by both parties. For the convenience of the parties, this Agreement may be executed by pdf signature and in counterparts, each of which shall be deemed to be an original, and both of which taken together, shall constitute one agreement binding on both Parties.

 

 

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

	COMPANY
	Aiways Automobile Europe GmbH
	By:
		Name:	Xiaohua Zhu
		Title:	CEO
	SPAC
	Hudson Acquisition I Corp.
	By:
		Name:	Warren Wang
		Title:	CEO

 

 

EXHIBIT A

 

Wire Instructions

 

Beneficiary Bank:		Bank of America, N.A.
		100 West 33rd Street
		New York, NY 10001
ABA/Routing #:		026009593
SWIFT:		BOFAUS3N
Acct. #:		6550113516
Name:		Merrill Lynch
Further Credit to:		5ZQ-02598 Hudson Acquisition I Corp.

 

 

 

Exhibit 99.1

 

 

 

Hudson Acquisition I Corp. and Aiways Automobile Europe GmbH Enter into Letter Agreement for Business Combination

 

New York, NY, May 14, 2024 (GLOBE NEWSWIRE) -- Hudson Acquisition I Corp. (NASDAQ: “HUDA”) today announced it has signed a letter agreement with Aiways Automobile Europe GmbH (“Aiways Europe”) for a business combination (the “de-SPAC”). The shareholders of Aiways Europe will receive newly issued shares of HUDA common stock in an aggregate amount representing an equity valuation of approximately US$400 million.

 

The de-SPAC is expected to close on or around December 31, 2024. At the consummation of the de-SPAC, HUDA’s shareholders will become minority and non-controlling shareholders in the combined entity.

 

This business combination marks a significant milestone in establishing a robust and enduring presence in Europe. The integration with HUDA will equip Aiways Europe with efficient access to growth capital, close alignment with European design concepts, and the strong commitment of a revered management team of industry leaders.

 

“Aiways Europe and its affiliates always seek to build on our core strengths for improvement in shareholder value. This merger with HUDA is another step forward in that direction, and we are very pleased to continue to deliver to our shareholders,” said Alexander Carsten Klose, Managing Director of Aiways Europe. “The new entity will be strategically positioned to capitalize on our vision and resources in the European EV market.”

 

Warren Wang, CEO of HUDA, commented on the business combination, "Partnering with Aiways Europe represents a pivotal development in our strategic initiatives, and we are excited about the de-SPAC transaction. The exceptional leadership and depth of experience within the Aiways Europe team are unmatched in the competitive landscape.” And he continued, “We are all committed to closing the de-SPAC soon."

 

About Aiways Automobile Europe GmbH (“Aiways Europe”)

 

Aiways Europe is an innovative and asset-light automotive company that offers electric vehicles specifically customized for the demand of the European markets. Aiways Europe is well recognized in Europe and Israel with two European product definition models, both certified by the Whole Vehicle Type- Approval System (WVTA). With seamless switching across various scenarios and platforms. Aiways Europe sells products across 20 countries and regions via its omni-channel go-to-market strategy.

 

About Hudson Acquisition I Corp. (“HUDA”)

 

Hudson Acquisition I Corp. is a Delaware corporation incorporated as a blank check company for the purpose of entering a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region.

 

Forward-Looking Statements

 

This press release includes forward-looking statements that involve risks and uncertainties. Forward- looking statements are statements that are not historical facts. Such forward-looking statements, including the search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement for the offering filed with the SEC. Copies are available on the

 

SEC’s website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as may be required by law.

 

Investor and Media Contact:

 

International Elite Capital Inc.

Annabelle Zhang

Telephone: +1(646) 866-7989

Email: annabelle@iecapitalusa.com

v3.24.1.1.u2

Cover	May 14, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 14, 2024
Entity File Number	001-41532
Entity Registrant Name	HUDSON ACQUISITION I CORP.
Entity Central Index Key	0001853047
Entity Tax Identification Number	86-2712843
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	19 West 44th Street
Entity Address, Address Line Two	Suite 1001
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10036
City Area Code	347)
Local Phone Number	410-4710
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Common Stock and one Right
Title of 12(b) Security	Units, each consisting of one share of Common Stock and one Right
Trading Symbol	HUDA U
Security Exchange Name	NASDAQ
Shares of Common Stock, par value $0.0001 per share
Title of 12(b) Security	Shares of Common Stock, par value $0.0001 per share
Trading Symbol	HUDA
Security Exchange Name	NASDAQ
Rights, each to receive one-fifth (1/5) of a share of Common Stock
Title of 12(b) Security	Rights, each to receive one-fifth (1/5) of a share of Common Stock
Trading Symbol	HUDA R
Security Exchange Name	NASDAQ

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