Hudson Acquisition I 10-K Summary & Financial Data

Overview

Type: Blank check company (special purpose acquisition company, SPAC), incorporated January 13, 2021 in Delaware.
Primary purpose: To effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (Initial Business Combination).
Current focus: Pursuing a pending Business Combination with Aiways Europe GmbH and related entities via a three-step structure involving Pubco and Merger Sub. The SPAC is not actively seeking other targets.
Operating status: No operating revenues to date; nominal assets consist almost entirely of cash.

Parties:

Structure of closing:

Pubco will acquire Aiways Europe’s shares from the Sellers in exchange for Pubco ordinary shares.
Merger Sub will merge with and into the SPAC; the SPAC will survive as a subsidiary of Pubco.
Each outstanding HUDA common share not redeemed will convert into one Pubco ordinary share; each HUDA right will convert into Pubco ordinary shares at a 5:1 ratio.

Exchange economics:

Exchange consideration: $410.0 million plus any transaction financing into Aiways Europe prior to closing.
Valuation basis: Pubco ordinary shares valued at $10.00 per share.
Pro rata shares: Sellers will receive Pubco shares based on their Purchased Shares relative to Aiways Europe’s outstanding ordinary shares.

Conditions and approvals:

Required approvals include stockholder approvals, effectiveness of Pubco’s Form F-4, Nasdaq listing approval, regulatory clearances, and customary closing conditions.
Pubco will be the publicly traded entity at closing.

Post-closing structure and governance:

Pubco will become the public company and Aiways Europe will be a wholly owned subsidiary of Pubco.
The SPAC’s former securities will be cancelled and exchanged for Pubco securities.
The post-closing Pubco board will include Aiways Europe–designated directors, including a designated chairman. The individuals serving as the SPAC’s CEO and CFO immediately after closing will continue in those roles for the combined company.
An amended registration rights agreement and amendments to the SPAC rights are contemplated to reflect Pubco’s role and to provide registration rights to Pubco insiders.

PIPE financing: Three investors agreed to purchase 1,000,000 Pubco ordinary shares at $5.00 per share for $5.0 million. Closing is anticipated to occur substantially concurrently with the Business Combination. PIPE shares will be registered for resale and are subject to a six-month lock-up.
Sponsor loans and conversions: The Sponsor may loan up to $1.5 million, which will be convertible into Pubco ordinary shares at $10.00 per share at closing.
Distribution of Exchange Shares: The Form F-4 contemplates distributing up to 50% of the Exchange Shares to the Parent Shareholders of Pubco’s ultimate parent, subject to the signing seller’s determination.
Rights amendment: The SPAC’s original right (one-fifth of a share) is intended to be reduced to one-fiftieth (1/50) of a share.
Incentive plan: An incentive equity plan for Pubco equal to 10% of Pubco’s issued and outstanding shares immediately after closing (post-redemption) is contemplated.
Dilution: The PIPE investment, sponsor conversions, and equity awards are expected to dilute public stockholders.

Ownership shift: Former Aiways Europe holders are expected to own a substantial majority of the combined company; public stockholders will own a minority position.
Control risk: Aiways Europe shareholders will have substantial influence over the combined company, including board composition and major strategic decisions.
Public float and liquidity: Prior redemptions and the planned financing events are expected to reduce the public float and liquidity post-closing.
Nasdaq listing: Pubco intends to list on Nasdaq under the symbol “EUEV.” The SPAC’s previous Nasdaq listing was terminated in January 2025.

Trust account: Approximately $406,761 in the trust account as of the filing date.
Public shares outstanding: 36,771 public shares remained outstanding as of December 31, 2025.
Related-party financing: Outstanding related-party promissory notes totaled approximately $1,115,977 as of December 31, 2025.
Operating revenues: The company has no operating revenues and will not generate operating revenues until after the Initial Business Combination.
Going concern: The independent auditor expressed substantial doubt about the company’s ability to continue as a going concern. The company relies on trust funds, related-party financing, and the closing of the Business Combination to fund operations.

Employees: The company currently has two officers and no other employees.
Headquarters: Executive offices at 31 Hudson Yards, Office 51, New York, NY 10001.
Administrative services: The company pays $20,000 per month to the Sponsor or its affiliate for space, utilities, and administrative support.

Legal proceedings: Ongoing litigation includes a November 2024 wage/breach case and a countersuit; both matters are in early stages.
Litigation risk: Adverse outcomes could materially affect the company’s finances and its ability to consummate the Business Combination.

Nasdaq delisting: Nasdaq delisted the SPAC on January 22, 2025; trading was suspended January 24, 2025; Form 25 filed July 11, 2025.
Form F-4 filing: The parties filed the Form F-4 with the SEC on March 23, 2026 in connection with the Business Combination.
Outside date: The deadline to complete a business combination is July 18, 2026, with extensions available under prior approvals.
Current status: The Business Combination remains subject to stockholder approvals, effectiveness of the Form F-4, regulatory approvals, and satisfaction of customary closing conditions. Pubco intends to list on Nasdaq if the transaction closes.

HUDA is a SPAC formed to pursue a single business combination and currently has no operating business, revenue, or customers.
It is pursuing a cross-border share-exchange and merger transaction that would make Pubco the publicly traded successor.
The transaction depends on PIPE financing and sponsor-backed loans, and expected financing and equity awards will dilute public stockholders.
The company has a limited cash position, exposure to liquidity and regulatory risks, a delisted Nasdaq status, and a pending Form F-4 process for the proposed combination.