NEW
YORK, July 12,
2024 /PRNewswire/ -- HUTURE Ltd. ("HUTURE" or the
"Company"), an industry pioneer in the advanced use of hydrogen
energy for the research and development, manufacture and sales of
hydrogen-powered vehicles, and Aquaron Acquisition Corp.
("Aquaron") (Nasdaq: AQU), a publicly traded special purpose
acquisition company, today announced that they have entered into a
definitive merger agreement (the "Merger Agreement") that will
result in HUTURE being operated under a holding entity named HUTURE
Group Limited, an exempted company incorporated in Cayman Islands ("Pubco") and plans to trade on
the Nasdaq Stock Market (the "Proposed Transaction"). The Proposed
Transaction reflects an initial equity value of approximately
$1 billion.
Founded in 2020, HUTURE is a
pioneering hydrogen-powered vehicle manufacturing company
in China. Leveraging its solid industry experience,
Huture Motors (Shanghai) Co.,
Ltd. (小氢汽车（上海）有限公司), a wholly-owned subsidiary of the Company,
operates a manufacturing facility for research and development of
hydrogen-powered vehicles in Shanghai. HUTURE has a team of skilled
engineers and technicians with extensive working experience with
reputable vehicle manufacturing companies. Through this facility,
HUTURE aims to expand its R&D and manufacturing
capabilities and further its commitment to sustainable and
environmentally-friendly transportation solutions.
Management Commentary
"We are excited to announce this important milestone for
HUTURE," said Mr. Weishan Chen,
founder and chairman of HUTURE. "This transaction will enable us to
accelerate our growth strategy, expand our market presence, and
enhance our ability to deliver comprehensive solutions to customers
in the hydrogen-powered vehicle market. With our core expertise in
research and development, manufacturing, and sales of
hydrogen- powered vehicles, we are well positioned to
capitalize on the growing demand for environmentally-friendly
transportation solutions. We look forward to working closely with
our new partners and investors to achieve our long-term goals."
"We are proud to be a partner to HUTURE, and completing our
business combination is a tremendous step forward," said Ms.
Yi Zhou, the chief executive officer
and chairwoman of Aquaron. "We believe that HUTURE is a leader
in the hydrogen fuel-cell industry in China, and that they are now poised to
transform the hydrogen energy ecosystem to offer the world a
solution of zero emission hydrogen mobility and decarbonizing
economies. The Aquaron team and I are excited to support HUTURE in
its transition to a public company. I would also like to thank the
HUTURE team for their amazing contributions and tireless work on
this transaction."
Transaction Overview
The Proposed Transaction values the combined company upon the
closing of the Proposed Transaction ("Combined Company") at an
implied pro forma pre-money enterprise value of approximately
US$1,000,000,000, at a price of
US$10.00 per share. Upon closing, the
current shareholders of HUTURE will retain a majority of the
outstanding shares of the Combined Business and HUTURE will
designate all of the proposed directors for the Combined
Company board.
Proceeds from the Proposed Transaction are expected to be
utilized for working capital and general corporate purposes.
The board of directors of both HUTURE and Aquaron have
unanimously approved the Proposed Transaction, which is expected to
be completed later this year, subject to, among other things,
approval by the shareholders of Aquaron and HUTURE, regulatory
approvals and other customary closing conditions, including a
registration statement on Form F-4 (the "Registration Statement")
to be filed by the Pubco being declared effective by the SEC, and
the listing application of the Pubco being approved by the Nasdaq
Stock Market LLC.
Additional information about the Proposed Transaction, including
a copy of the Merger Agreement, will be provided in a Current
Report on Form 8-K to be filed by Aquaron with the SEC and
available at https://www.sec.gov/.
Advisors
Pillsbury Winthrop Shaw Pittman LLP, Commerce & Finance Law
Offices and Ogier are serving as legal counsel to HUTURE.
Wilson Sonsini Goodrich &
Rosati, P.C. and Jingtian & Gongcheng are serving as legal
counsel to Aquaron. Arbor Lake Investment Limited is serving as
advisor to Aquaron.
About HUTURE
HUTURE is a pioneer in the hydrogen fuel cell powered vehicles
industry in China. HUTURE's core
business includes research and development, manufacturing, and
sales of hydrogen fuel cell powered vehicles as well as the
provision of complementary services. With a focus on innovation,
HUTURE is committed to helping customers succeed in the transition
to a low-carbon and sustainable future.
About Aquaron Acquisition Corp.
Aquaron is a blank check company formed for the purpose of
effecting a merger, share exchange, asset acquisition, stock
purchase, reorganization or similar business combination with one
or more businesses.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the "safe harbor" provisions of the United States
Private Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as
"estimate," "plan," "project," "forecast," "intend," "will,"
"expect," "anticipate," "believe," "seek," "target" or other
similar expressions that predict or indicate future events or
trends or that are not statements of historical matters. These
forward-looking statements also include, but are not limited to,
statements regarding projections, estimates and forecasts of
revenue and other financial and performance metrics, projections of
market opportunity and expectations, the estimated implied
enterprise value of the Combined Company, HUTURE's ability to scale
and grow its business, the advantages and expected growth of the
Combined Company, the Combined Company's ability to source and
retain talent, the cash position of the Combined Company following
closing of the Proposed Transaction, Aquaron's and HUTURE's ability
to consummate the Proposed Transaction, and expectations related to
the terms and timing of the Proposed Transaction, as applicable.
These statements are based on various assumptions, whether or not
identified in this press release, and on the current expectations
of Aquaron's and HUTURE's management and are not predictions of
actual performance.
These statements involve risks, uncertainties and other factors
that may cause actual results, levels of activity, performance or
achievements to be materially different from those expressed or
implied by these forward-looking statements. Although each of
Aquaron and HUTURE believes that it has a reasonable basis for each
forward-looking statement contained in this press release, each of
Aquaron and HUTURE cautions you that these statements are based on
a combination of facts and factors currently known and projections
of the future, which are inherently uncertain. In addition, there
will be risks and uncertainties described in the proxy
statement/prospectus included in the Registration Statement
relating to the Proposed Transaction, which is expected to be filed
by the Pubco with the SEC and other documents filed by the Pubco or
Aquaron from time to time with the SEC. These filings may identify
and address other important risks and uncertainties that could
cause actual events and results to differ materially from those
contained in the forward-looking statements. Neither Aquaron nor
HUTURE can assure you that the forward-looking statements in this
press release will prove to be accurate. These forward-looking
statements are subject to a number of risks and uncertainties,
including, among others, the ability to complete the Proposed
Transaction due to the failure to obtain approval from Aquaron's
shareholders or satisfy other closing conditions in the Merger
Agreement, the occurrence of any event that could give rise to the
termination of the Merger Agreement, the ability to recognize the
anticipated benefits of the Proposed Transaction, the amount of
redemption requests made by Aquaron's public shareholders, costs
related to the Proposed Transaction, the risk that the Proposed
Transaction disrupts current plans and operations as a result of
the announcement and consummation of the Proposed Transaction, the
outcome of any potential litigation, government or regulatory
proceedings, and other risks and uncertainties, including those to
be included under the heading "Risk Factors" in the Registration
Statement to be filed by the Pubco with the SEC and those included
under the heading "Risk Factors" in the annual report on Form 10-K
for year ended December 31, 2023 of
Aquaron and in its subsequent quarterly reports on Form 10-Q and
other filings with the SEC. There may be additional risks that
neither Aquaron nor HUTURE presently knows or that Aquaron and
HUTURE currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In light of the significant
uncertainties in these forward-looking statements, nothing in this
press release should be regarded as a representation by any person
that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such
forward-looking statements will be achieved. The forward-looking
statements in this press release represent the views of Aquaron and
HUTURE as of the date of this press release. Subsequent events and
developments may cause those views to change. However, while
Aquaron and HUTURE may update these forward-looking statements in
the future, there is no current intention to do so, except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing the views of
Aquaron or HUTURE as of any date subsequent to the date of this
press release. Except as may be required by law, neither Aquaron
nor HUTURE undertakes any duty to update these forward-looking
statements.
Additional Information and Where to Find It
In connection with the Proposed Transaction, Aquaron and HUTURE
intend to cause a registration statement on Form F-4 to be filed
with the SEC, which will include a proxy statements to be
distributed to Aquaron's shareholders in connection with Aquaron's
solicitation for proxies for the vote by Aquaron's shareholders in
connection with the Proposed Transaction and other matters as
described in the registration statement, as well as a prospectus
relating to Aquaron's securities to be issued in connection with
the Proposed Transaction. Aquaron's shareholders and other
interested persons are advised to read, once available, the
preliminary proxy statement/prospectus and any amendments thereto
and, once available, the definitive proxy statement/prospectus, in
connection with Aquaron's solicitation of proxies for its special
meeting of shareholders to be held to approve, among other things,
the Proposed Transaction, because these documents will contain
important information about Aquaron, HUTURE and the Proposed
Transaction. After the registration statement is filed and declared
effective, Aquaron will mail a definitive proxy statement and other
relevant documents to its shareholders as of the record date to be
established for voting on the Proposed Transaction. Shareholders
may also obtain a copy of the preliminary and definitive proxy
statement/prospectus to be included in the registration statement,
once available, as well as other documents filed with the SEC
regarding the Proposed Transaction and other documents filed with
the SEC, without charge, at the SEC's website located at
www.sec.gov.
Participants in Solicitation
Aquaron, HUTURE and their respective directors, executive
officers and other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitations of
proxies from Aquaron's shareholders in connection with the Proposed
Transaction. Information regarding the persons who may, under SEC
rules, be deemed participants in the solicitation of Aquaron's
shareholders in connection with the Proposed Transaction will be
set forth in the proxy statement/prospectus included in the
Registration Statement to be filed with the SEC in connection with
the Proposed Transaction. You can find more information about
Aquaron's directors and executive officers in Aquaron's final
prospectus related to its initial public offering dated
October 3, 2022. Additional
information regarding the participants in the proxy solicitation
and a description of their direct and indirect interests will be
included in the proxy statement/prospectus when it becomes
available. Shareholders, potential investors and other interested
persons should read the proxy statement/prospectus carefully when
it becomes available before making any voting or investment
decisions. You may obtain free copies of these documents from the
sources indicated above.
No Offer or Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Proposed Transaction, and does not constitute an
offer to sell or the solicitation of an offer to buy any securities
of Aquaron, HUTURE or the Combined Company, or a solicitation of
any vote or approval, nor shall there be any sale of securities in
any jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offer of securities
shall be made except by means of a prospectus meeting the
requirements of the Securities Act of 1933, as amended.
View original
content:https://www.prnewswire.com/news-releases/huture-ltd-enters-into-definitive-merger-agreement-with-aquaron-acquisition-corp-nasdaq-aqu-302196011.html
SOURCE Aquaron Acquisition Corp.
