Hudson Acquisition I Narrows Q3 Loss, Eyes Aiways Merger

TL;DR

**HUDA is burning cash and piling on debt, but the Aiways merger is their Hail Mary — watch for deal progress or a liquidation fire sale.**

AI Summary

Hudson Acquisition I Corp. (HUDA) reported a net loss of $250,399 for the three months ended September 30, 2025, an improvement from the $488,195 net loss in the same period of 2024. For the nine months ended September 30, 2025, the net loss was $610,871, compared to $596,826 in the prior year. The company's cash and cash equivalents increased significantly to $345,031 as of September 30, 2025, from $68,758 at December 31, 2024. Marketable securities held in the Trust Account decreased to $1,078,515 from $1,122,381. Total liabilities rose to $7,764,138 from $7,281,614, driven by increases in accounts payable and accrued liabilities to $769,274 and convertible notes payable to a related party to $1,088,591. The company is actively pursuing a business combination with Aiways Automobile Europe GmbH, having executed a Business Combination Agreement on November 22, 2024. A significant risk remains the need to raise additional capital if due diligence and negotiation expenses exceed estimates, or if interest income from the Trust Account is insufficient.

Why It Matters

Hudson Acquisition I Corp.'s continued net losses and increasing liabilities, particularly the $1,088,591 in convertible notes payable to a related party, signal a challenging financial position for investors. The ongoing pursuit of a business combination with Aiways Automobile Europe GmbH is critical; failure to close this deal could lead to liquidation, directly impacting shareholders. The competitive landscape for SPACs is fierce, and the ability to successfully de-SPAC with a viable target like Aiways is paramount for HUDA to avoid becoming another cautionary tale in the SPAC market. Employees and customers of Aiways will be watching closely, as the success of this merger could provide necessary capital for growth and innovation in the electric vehicle sector.

Risk Assessment

Risk Level: high — The company reported a total stockholders' deficit of $(7,563,654) as of September 30, 2025, indicating significant financial distress. Current liabilities of $5,025,510 far exceed current assets of $350,031, highlighting a severe liquidity crunch. The reliance on a $1,000,000 promissory note from the Sponsor and the existing $1,088,591 in borrowings under it, coupled with the explicit statement that the company 'may be required to raise additional capital' or 'be forced to cease searching for a target business and liquidate,' underscores substantial going concern risks.

Analyst Insight

Investors should closely monitor developments regarding the business combination with Aiways Automobile Europe GmbH. Given the high risk and significant accumulated deficit, new investors should exercise extreme caution. Existing shareholders should evaluate their position based on the likelihood of the Aiways deal closing and the potential for further dilution or liquidation if additional capital cannot be secured.

Financial Highlights

debt To Equity

N/A

revenue

$0

operating Margin

N/A

total Assets

$ 1,473,838

total Debt

$ 7,764,138

net Income

$ -250,399

eps

N/A

gross Margin

N/A

cash Position

$ 345,031

revenue Growth

N/A

Key Numbers

• $250,399 — Net loss for Q3 2025 (Improved from $488,195 in Q3 2024)
• $610,871 — Net loss for nine months ended Sept 30, 2025 (Increased from $596,826 in the prior year period)
• $345,031 — Cash and cash equivalents as of Sept 30, 2025 (Increased from $68,758 at Dec 31, 2024)
• $1,078,515 — Marketable securities in Trust Account as of Sept 30, 2025 (Decreased from $1,122,381 at Dec 31, 2024)
• $7,764,138 — Total liabilities as of Sept 30, 2025 (Increased from $7,281,614 at Dec 31, 2024)
• $1,088,591 — Convertible notes payable to related party as of Sept 30, 2025 (Increased from $560,021 at Dec 31, 2024)
• $7,563,654 — Total stockholders' deficit as of Sept 30, 2025 (Increased from $6,928,605 at Dec 31, 2024)
• $1,500,000 — Notes payable – bridge loan as of Sept 30, 2025 (Increased from $1,491,312 at Dec 31, 2024)
• $69,479,795 — Initial amount placed in Trust Account (Following IPO and Overallotment on October 21, 2022)
• $46,169,982 — Amount withdrawn from trust account due to redemptions (On July 25, 2023, following the extension amendment)

Key Players & Entities

• Hudson Acquisition I Corp. (company) — Registrant
• Aiways Automobile Europe GmbH (company) — Target for Initial Business Combination
• Hudson SPAC Holding LLC (company) — Sponsor
• Continental Stock Transfer & Trust Company (company) — Trustee for Trust Account
• Chardan Capital Markets, LLC (company) — Underwriter for Initial Public Offering
• Delaware (regulator) — State of Incorporation
• SEC (regulator) — Securities and Exchange Commission
• Nasdaq Stock Market LLC (regulator) — Exchange where securities are registered

FAQ

Risk Factors

• Need for additional capital [high — financial]: The company faces a significant risk of needing to raise additional capital if due diligence and negotiation expenses for the Aiways Automobile Europe GmbH business combination exceed estimates. Furthermore, insufficient interest income from the Trust Account could exacerbate this need.
• Failure to complete business combination [high — operational]: If Hudson Acquisition I Corp. is unable to consummate an Initial Business Combination by its mandatory liquidation date, it will face liquidation. The costs of liquidation will be paid from assets outside the Trust Account, and if insufficient, the Sponsor has agreed to cover these costs without seeking repayment.
• Redemptions impacting Trust Account [medium — financial]: The Trust Account, which held $69,479,795 initially, has seen $46,169,982 withdrawn due to redemptions as of July 25, 2023. This significantly reduces the capital available for a business combination or future operations.
• Increasing liabilities [medium — financial]: Total liabilities have increased to $7,764,138 as of September 30, 2025, from $7,281,614 at December 31, 2024. This rise is driven by increases in accounts payable and accrued liabilities to $769,274 and convertible notes payable to a related party to $1,088,591.

Industry Context

Hudson Acquisition I Corp. operates in the special purpose acquisition company (SPAC) sector, which aims to merge with private companies to take them public. The current environment for SPACs is characterized by increased regulatory scrutiny and a more challenging market for completing de-SPAC transactions compared to previous years. Companies like Hudson are under pressure to identify suitable targets and navigate complex merger processes efficiently.

Regulatory Implications

The company faces regulatory risks associated with its status as a SPAC, including potential SEC investigations into SPAC disclosures and transaction structures. Compliance with exchange listing rules and evolving regulations around SPACs is critical. The ongoing pursuit of a business combination with Aiways Automobile Europe GmbH will also be subject to regulatory approvals in relevant jurisdictions.

What Investors Should Do

1. Monitor the progress of the Aiways Automobile Europe GmbH business combination.
2. Assess the company's cash burn rate and future capital needs.
3. Evaluate the terms of the convertible notes payable to a related party.

Key Dates

• 2025-11-22: Business Combination Agreement executed with Aiways Automobile Europe GmbH — Marks a significant step towards completing the company's initial business combination, outlining the terms for merging with Aiways.
• 2025-09-30: End of Q3 2025 — Reporting period for the 10-Q, showing a net loss of $250,399 and increased cash reserves to $345,031.
• 2024-12-31: End of Fiscal Year 2024 — Prior period financial data for comparison, showing a net loss of $488,195 for Q3 2024 and cash of $68,758.
• 2022-10-21: Initial Public Offering (IPO) and Overallotment Offering completed — Raised capital and placed $69,479,795 into a Trust Account, forming the basis for the company's operations and search for a business combination.

Glossary

Initial Business Combination

A merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses. (This is the primary objective of Hudson Acquisition I Corp.; the company will not generate operating revenues until this is completed.)

Trust Account

A segregated account holding proceeds from the IPO, invested in U.S. government Treasury bills or money market funds, to be used for the business combination or liquidation. (Contains the majority of the company's assets and is crucial for funding the business combination or returning capital to shareholders upon liquidation.)

Convertible notes payable – related party

Debt instruments that can be converted into equity, owed to an entity or individual connected to the company. (This liability has increased significantly to $1,088,591, indicating potential future dilution or a substantial financial obligation.)

Common stock subject to possible redemption

Shares of common stock that public stockholders have the right to redeem for cash upon the occurrence of certain events, typically a business combination. (The value of these shares and the potential for redemption impacts the capital available for the business combination and the company's equity structure.)

Sponsor

The entity that organized the SPAC, typically receiving founder shares and private placement units in exchange for their initial investment and efforts. (The Sponsor has obligations, such as agreeing to pay liquidation costs if funds are insufficient, and their holdings are subject to waivers regarding Trust Account distributions.)

Year-Over-Year Comparison

Compared to the prior year, Hudson Acquisition I Corp. has seen an improvement in its net loss for the three months ended September 30, 2025, decreasing to $250,399 from $488,195 in the same period of 2024. However, for the nine-month period, the net loss slightly increased to $610,871 from $596,826. Total liabilities have grown to $7,764,138 from $7,281,614, primarily due to an increase in convertible notes payable to a related party. While cash and cash equivalents have substantially increased to $345,031 from $68,758, marketable securities in the Trust Account have decreased, and the overall stockholder's deficit has widened.

Key Financial Figures

• $0.0001 — 9,596 shares of common stock, par value $0.0001 per share of the registrant issued and

Filing Documents

• ea0269618-10q_hudson1.htm (10-Q) — 572KB
• ea026961801ex31-1_hudson1.htm (EX-31.1) — 11KB
• ea026961801ex31-2_hudson1.htm (EX-31.2) — 11KB
• ea026961801ex32-1_hudson1.htm (EX-32.1) — 4KB
• ea026961801ex32-2_hudson1.htm (EX-32.2) — 4KB
• 0001213900-25-122158.txt ( ) — 3984KB
• huda-20250930.xsd (EX-101.SCH) — 37KB
• huda-20250930_cal.xml (EX-101.CAL) — 27KB
• huda-20250930_def.xml (EX-101.DEF) — 183KB
• huda-20250930_lab.xml (EX-101.LAB) — 312KB
• huda-20250930_pre.xml (EX-101.PRE) — 190KB
• ea0269618-10q_hudson1_htm.xml (XML) — 431KB

FINANCIAL INFORMATION

PART I. FINANCIAL INFORMATION 1 ITEM 1.

Financial Statements

Financial Statements 1 Condensed Balance Sheets (Unaudited) 1 Condensed Statements of Operations (Unaudited) 2 Condensed Statements of Changes in Stockholder's Deficit (Unaudited) 3 Condensed Statements of Cash Flows (Unaudited) 4 Notes to Unaudited Condensed Financial Statements 5 ITEM 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 26 ITEM 3.

Quantitative and Qualitative Disclosures about Market Risk

Quantitative and Qualitative Disclosures about Market Risk 30 ITEM 4.

Controls and Procedures

Controls and Procedures 30

OTHER INFORMATION

PART II. OTHER INFORMATION 31 ITEM 1.

Legal Proceedings

Legal Proceedings 31 ITEM 1A.

Risk Factors

Risk Factors 31 ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds 31 ITEM 3. Defaults Upon Senior Securities 31 ITEM 4. Mine Safety Disclosures 31 ITEM 5. Other Information 31 ITEM 6. Exhibits 32

- FINANCIAL

PART I - FINANCIAL INFORMATION

Financial Statements

ITEM 1. Financial Statements HUDSON ACQUISITION I CORP. CONDENSED BALANCE SHEETS September 30, 2025 December 31, 2024 (Unaudited) (Audited) ASSETS Current assets: Cash and cash equivalents $ 345,031 $ 68,758 Prepaid expenses and other current assets 5,000 6,200 Total current assets 350,031 74,958 Marketable securities held in Trust Account 1,078,515 1,122,381 Interest receivable 3,601 4,217 Right-of-use assets, net 41,691 56,123 Total assets $ 1,473,838 $ 1,257,679 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities: Accounts payable and accrued liabilities $ 769,274 $ 507,373 Franchise tax payable - 298,886 Income tax payable 935,000 943,000 Excise tax payable 719,176 719,176 Notes payable – bridge loan 1,500,000 1,491,312 Convertible notes payable – related party 1,088,591 560,021 Short-term lease liabilities 13,469 13,066 Total current liabilities 5,025,510 4,532,834 Deferred underwriting commissions 2,723,060 2,723,060 Long-term lease liabilities 15,568 25,720 Total liabilities 7,764,138 7,281,614 Commitments and Contingencies (Note 4) Common stock subject to possible redemption, 98,263 and 98,263 shares at redemption value of $ 12.96 and $ 9.21 per share as of September 30, 2025 and December 31, 2024, respectively 1,273,354 904,670 Stockholders' deficit: Common stock, par value $ 0.0001 , 200,000,000 shares authorized; 2,082,825 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively 209 209 Accumulated deficit ( 7,563,863 ) ( 6,928,814 ) Total stockholders' deficit ( 7,563,654 ) ( 6,928,605 ) Total liabilities, common stock and stockholders' deficit $ 1,473,838 $ 1,257,679 The accompanying notes are an integral part of these unaudited financial statements. 1 HUDSON ACQUISITION I CORP. (UNAUDITED) For the Three Months Ended For the Nine months Ended September 30, 2025

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2025 NOTE 1 — NATURE OF THE ORGANIZATION AND

BUSINESS

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 (the "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, 2025, the Company had not commenced core operations. All activity for the period from January 13, 2021 (inception) through September 30, 2025 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 6,000,000 units (the "Units") at a price to the public of $ 10.00 per Unit, resulting in total gross proceeds of $ 60,000,000 (before underwriting discounts and commissions and offering expenses). Each Unit consists of one share of common stock of the Company, par value $ 0.0001 per share ("Common Stock") and one right to receive one-fifth (1/5) of a share of the Common Stock upon the consummation of an Initial Business Combination ("Right"). Simultaneously with the closing of the Initial Public Offering, the Company's sponsor, Hudson SPAC Holding LLC (the "Spon

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2025 NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.) Following the closing of the Initial Public Offering and Overallotment, an amount of $ 69,479,795 was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, as trustee. The funds held in the Trust Account were invested only in United States government Treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act and that invest solely in U.S. treasuries, so that the Company is not deemed to be an investment company under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay for income or other tax obligations, the remaining proceeds will not be released from the Trust Account until the earlier of the completion of an Initial Business Combination or the Company's liquidation. The proceeds held in the Trust Account may be used as consideration to pay the sellers of a target business with which the Company will complete the Initial Business Combination to the extent not used to pay redeeming stockholders. Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business. 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 targ

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2025 NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.) 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. On November 22, 2024, the Company executed the Business Combination Agreement with Aiways Automobile Europe GmbH, a German limited liability company engaged in the business of developing electric powered vehicles and vehicle ("Aiways"). Consistent with our strategy, we have identified and used general criteria and guidelines that we believe are important in evaluating the targets businesses, and we conducted a thorough due diligence review that encompassed, among other things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well as a review of financial and other information in related to the Aiways Automobile Combination. 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 liqu

NOTES TO FINANCIAL STATEMENTS (UNAUDITED)

NOTES TO FINANCIAL STATEMENTS (UNAUDITED) SEPTEMBER 30, 2025 NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS (cont.) 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 $ 80,000 for each calendar month and (ii) eliminate the limitation that the Company may not redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934 of less than $ 5,000,001 . On April 17, 2024, the Company filed a Certificate of Amendment to the Company's 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 April 18, 2024, up to nine (9) times for an additional (1) month each time to January 18, 2025, upon the deposit into the Trust Account of $ 25,000 for each calendar month and (ii) to remove the geographic limitations for a Business Combination., which requires the deletion of Section J of the Sixth Article in the Charter: "J. At no time, the Corporation shall undertake a Business Combination with any entity being based in or having the majority of its operations in China (including Hong Kong and Macau)." In connection with the vote to approve the Extension Amendment, the holders of 2,315,868 shares of Public Shares

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