Hudson SPAC Seeks 9-Month Extension for Aiways Deal

TL;DR

**HAC needs this extension to close the Aiways deal; if it fails, expect liquidation and a $10.89 per share payout.**

AI Summary

Hudson Acquisition I Corp. (HAC) is seeking stockholder approval to extend the deadline for completing a business combination from October 18, 2025, to July 18, 2026, via an Extension Amendment Proposal. This extension would allow up to nine additional one-month periods without requiring monthly deposits into the Trust Account. The company has already entered into a Business Combination Agreement with Aiways Automobile Europe Gmbh on November 22, 2024, and the Draft Registration Statement on Form F-4 for EUROEV Holdings Limited was submitted to the SEC on January 25, 2025, with Amendment No. 4 expected around the Special Meeting date. Public stockholders have the option to redeem their shares for approximately $10.89 per share from the Trust Account, which held about $1,078,515 as of September 26, 2025. The Sponsor, which owns 95.49% of outstanding common stock, has waived its redemption rights and intends to vote in favor of the extension. If the extension is not approved, the company will liquidate, redeeming public shares at approximately $10.89 per share.

Why It Matters

This extension is critical for Hudson Acquisition I Corp. to finalize its proposed business combination with Aiways Automobile Europe Gmbh, a move that could bring EUROEV Holdings Limited to the public market. For investors, approval means continued opportunity for the SPAC to complete its de-SPAC transaction, potentially offering upside if the Aiways deal is successful, but also carries the risk of further delays and potential redemptions reducing the Trust Account. Employees and customers of Aiways are directly impacted by the success of this public listing, which could provide capital for growth and expansion. In the competitive EV market, a successful listing could provide a significant boost to Aiways' market position.

Risk Assessment

Risk Level: medium — The risk level is medium because while the Sponsor, owning 95.49% of common stock, intends to vote for the extension, public stockholders have redemption rights. Significant redemptions could reduce the Trust Account from its current $1,078,515, potentially leaving insufficient funds to complete the Business Combination and requiring additional capital, which may not be available on acceptable terms.

Analyst Insight

Investors should carefully consider the redemption offer of approximately $10.89 per share against the potential upside of the Aiways Automobile Europe Gmbh business combination. If bullish on the Aiways deal, hold shares; if risk-averse or skeptical of the deal's completion, consider redeeming shares for cash.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$1,078,515

revenue Growth

N/A

Key Numbers

• $1,078,515 — Trust Account balance (As of September 26, 2025, available for redemptions or business combination)
• $10.89 — Estimated per-share redemption price (Based on Trust Account balance as of September 26, 2025)
• October 18, 2025 — Current Business Combination Termination Date (Date by which a business combination must be completed without extension)
• July 18, 2026 — Proposed Extended Date (New deadline for business combination if extension is approved)
• 95.49% — Sponsor's ownership of Common Stock (Indicates strong likelihood of extension approval)
• November 22, 2024 — Date of Business Combination Agreement (Agreement signed with Aiways Automobile Europe Gmbh)
• January 25, 2025 — Date of Draft Registration Statement (Form F-4) submission (Initial submission for EUROEV Holdings Limited)
• 65% — Required vote for Extension Amendment Proposal (Percentage of common stock holders attending and voting)
• $25,000 — Sponsor's payment for offering and formation costs (In consideration for 1,711,325 Founder Shares)
• 15% — Redemption restriction limit (Maximum percentage of outstanding Public Shares a group can redeem)

Key Players & Entities

• Hudson Acquisition I Corp. (company) — Registrant seeking extension
• Aiways Automobile Europe Gmbh (company) — Target for business combination
• EUROEV Holdings Limited (company) — Post-business-combination entity
• Warren Wang (person) — Chief Executive Officer of Hudson Acquisition I Corp.
• SEC (regulator) — Reviewing Draft Registration Statement on Form F-4
• Continental Stock Transfer & Trust (company) — Trust account administrator
• Equity Stock Transfer LLC (company) — Proxy agent
• Sponsor (company) — Major shareholder of Hudson Acquisition I Corp.
• Delaware General Corporate Law (regulator) — Governs corporate dissolution
• Inflation Reduction Act of 2022 (regulator) — Potential excise tax implications

FAQ

Risk Factors

• Inflation Reduction Act (IRA) Excise Tax [medium — regulatory]: The company may be subject to excise taxes under the Inflation Reduction Act of 2022 on redemptions or stock buybacks. The Sponsor has agreed to cover these taxes if they are not paid by the company, preventing a drain on the Trust Account, but this introduces a contingent financial obligation for the Sponsor.
• Trust Account Depletion Risk [high — financial]: The Trust Account balance was $1,078,515 as of September 26, 2025. If the business combination is not completed by the proposed extended date of July 18, 2026, and public stockholders redeem their shares, the Trust Account could be depleted, impacting the company's ability to proceed with a business combination or leading to liquidation.
• Dependence on Business Combination Completion [high — operational]: The company's existence is contingent on completing a business combination. The current agreement with Aiways Automobile Europe Gmbh, with a draft registration statement filed January 25, 2025, requires further SEC review and stockholder approval. Delays in this process could jeopardize the combination.
• Stockholder Redemption Rights [medium — legal]: Public stockholders have the right to redeem their shares for approximately $10.89 per share. A significant number of redemptions could reduce the capital available for the business combination, potentially making it unfeasible or less attractive.

Industry Context

Hudson Acquisition I Corp. operates in the special purpose acquisition company (SPAC) sector, which facilitates the public listing of private companies. The current market environment for SPACs is characterized by increased scrutiny and a need for robust business combination targets. Companies like HAC are focused on identifying and merging with businesses in growth sectors, such as electric vehicles, to provide them with capital and public market access.

Regulatory Implications

The company must navigate SEC regulations regarding proxy solicitations and business combination disclosures. The potential impact of the Inflation Reduction Act's excise tax on redemptions adds a layer of regulatory complexity. Compliance with these regulations is crucial for the successful completion of the proposed extension and subsequent business combination.

What Investors Should Do

1. Review the Proxy Statement carefully.
2. Vote on the Extension Amendment Proposal.
3. Consider your redemption options.
4. Monitor the progress of the business combination.

Key Dates

• 2025-10-15: Special Meeting of Stockholders — To vote on the Extension Amendment Proposal and Adjournment Proposal.
• 2025-09-25: Record Date for Special Meeting — Determines which stockholders are eligible to vote at the Special Meeting.
• 2025-10-18: Current Business Combination Termination Date — The deadline to complete a business combination without an extension.
• 2026-07-18: Proposed Extended Business Combination Date — The new deadline if the Extension Amendment Proposal is approved.
• 2024-11-22: Business Combination Agreement with Aiways Automobile Europe Gmbh — Defines the terms of the proposed business combination.
• 2025-01-25: Draft Registration Statement (Form F-4) submission for EUROEV Holdings Limited — Initial filing for the post-business-combination entity with the SEC.

Glossary

Extension Amendment Proposal

A proposal to amend the company's charter to extend the deadline for completing a business combination. (This is the primary purpose of the special meeting, allowing the company more time to finalize its business combination.)

Trust Account

An account holding the proceeds from the company's IPO and private placement, intended for use in a business combination or for redemptions. (The balance in the Trust Account determines the per-share redemption price and the funds available for the business combination.)

Public Stockholders

Holders of shares of common stock sold in the company's initial public offering. (These stockholders have redemption rights and their vote is crucial for approving the extension.)

Sponsor

The entity that organized the SPAC and typically holds founder shares and private placement warrants. (The Sponsor owns a significant portion of the company's stock and has waived redemption rights, indicating strong support for the extension.)

Business Combination

The merger, acquisition, or similar transaction that a SPAC is formed to undertake. (The successful completion of a business combination is the core objective of the company.)

Redemption

The right of public stockholders to sell their shares back to the company for cash, typically at the per-share amount held in the Trust Account. (Redemptions impact the amount of capital available for the business combination and can lead to liquidation if a combination isn't completed.)

Founder Shares

Shares of common stock issued to the sponsor prior to or concurrently with the IPO, typically at a nominal price. (These shares represent a significant ownership stake for the sponsor and are not subject to redemption.)

Form F-4

A registration statement filed with the SEC for a business combination involving a foreign private issuer. (This filing is a critical step in the process of completing the business combination with Aiways Automobile Europe Gmbh.)

Year-Over-Year Comparison

This filing is a definitive proxy statement for a special meeting focused on extending the SPAC's termination date. Unlike a typical annual report, it does not provide comparative financial statements for revenue, net income, or margins against a prior year. The key financial metric highlighted is the Trust Account balance of $1,078,515 as of September 26, 2025, which is crucial for determining redemption values. New risks related to the Inflation Reduction Act excise tax and the specific business combination agreement with Aiways Automobile Europe Gmbh are detailed, reflecting the evolving nature of SPAC operations and regulatory landscapes.

Key Financial Figures

• $0.0001 — Common Stock of the Company, par value $0.0001 per share, at the close of business on
• $100,000 — he Company to pay its taxes (less up to $100,000 of such net interest to pay dissolution
• $25,000 — ublic Shares it holds. Our Sponsor paid $25,000 to cover certain of our offering and fo
• $1,078,515 — y a small fraction of the approximately $1,078,515 that was in the Trust Account as of Sep
• $10.89 — the Trust Account will be approximately $10.89 at the time of the Special Meeting. If

Filing Documents

• ea0260628-def14a_hudson1.htm (DEF 14A) — 301KB
• 0001213900-25-097180.txt ( ) — 302KB

From the Filing

DEF 14A 1 ea0260628-def14a_hudson1.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Definitive Additional Materials Soliciting Material Pursuant to §240.14a-12 HUDSON ACQUISITION I CORP. (Name of Registrant as Specified In Its Charter) _________________________________________________________________ (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11 HUDSON ACQUISITION I CORP. 31 Hudson Yards, Suite 1051 New York, NY 10001 NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON OCTOBER 15, 2025 To the Stockholders of Hudson Acquisition I Corp.: NOTICE IS HEREBY GIVEN that a special meeting (the “Special Meeting”) of Hudson Acquisition I Corp., a Delaware corporation (“we”, “us”, “our” or the “Company”), will be held on October 15, 2025 at 10:00 a.m. Eastern Time, which will be conducted via an audio conference call by dialing +1 877-407-3088 (Toll Free). You will need the 12-digit meeting control number that is printed on your proxy card to enter the Special Meeting. The Company recommends that you log in at least 15 minutes before the Special Meeting to ensure you are logged in when the Special Meeting starts. Please note that you will not be able to attend the Special Meeting in person. The accompanying proxy statement (the “Proxy Statement”) dated September 26, 2025, and is first being mailed to stockholders of the Company on or about September 30, 2025. You are cordially invited to attend the Special Meeting for the following purposes: Proposal No. 1 — The “Extension Amendment Proposal” — to consider and vote upon a proposal to amend the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) pursuant to an amendment to the Charter in the form set forth in Annex A to the Proxy Statement (the “Extension Amendment” and such proposal, the “Extension Amendment Proposal”) to extend the date by which the Company must effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (“Business Combination”) from October 18, 2025 (the “Termination Date”) up to nine (9) times for an additional one (1) month each time to July 18, 2026 (the “Extended Date”), which shall no longer require monthly deposits into the Trust Account (the “Extension”); Proposal No. 2 — The “Adjournment Proposal” — to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote (the “Adjournment Proposal”). The Extension Amendment Proposal and the Adjournment Proposal are more fully described in the Proxy Statement. Please take the time to carefully read each of the proposals in the Proxy Statement before you vote. The Company or its designees will have the sole discretion whether to continue extending for additional calendar months until the Extended Date. Only holders of record of shares of Common Stock of the Company, par value $0.0001 per share, at the close of business on September 25, 2025 are entitled to notice of the Special Meeting and to vote at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of our stockholders of record entitled to vote at the Special Meeting will be available for ten (10) days before the Special Meeting at our principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE EXTENSION AMENDMENT PROPOSAL AND, IF PRESENTED, THE ADJOURNMENT PROPOSAL. The Company entered that certain Business Combination Agreement with Aiways Automobile Europe Gmbh on November 22, 2024 (the “BCA”) and the Draft Registration Statement on Form F-4 (the “DRS”) of EUROEV Holdings Limited, the post-business-combination entity, was submitted to the SEC on January 25, 2025. The DRS h

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