false 0001861063 0001861063 2024-11-20 2024-11-20 0001861063 us-gaap:CommonStockMember 2024-11-20 2024-11-20 0001861063 us-gaap:RightsMember 2024-11-20 2024-11-20 0001861063 AQU:UnitsMember 2024-11-20 2024-11-20 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

November 20, 2024

Date of Report (Date of earliest event reported)

 

Aquaron Acquisition Corp.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-41470   86-2760193
(State or other jurisdiction
of incorporation)		   (Commission
File Number)		   (I.R.S. Employer
Identification No.)

 

515 Madison Ave. 8th Floor

New York NY

   10022
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 970-2181

 

N/A

(Former name or former address, 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

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

☐

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

 

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

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   AQU   The Nasdaq Stock Market LLC
Rights   AQUNR   The Nasdaq Stock Market LLC
Units   AQUNU   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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On November 20, 2024, Aquaron Acquisition Corp. (the “Company”) received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company failed to maintain a minimum Market Value of Listing Securities (MVLS) of $35 million for at least 30 consecutive business days, as required by Nasdaq Listing Rule 5550(b)(2) (the “MVLS Rule”). Nasdaq further stated that in accordance with Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180 calendar days, or until May 19, 2025, to regain compliance with the MVLS Rule. Nasdaq will deem the Company to have regained compliance if at any time during this compliance period the Company’s MVLS closes at $35 million or more for a minimum of ten consecutive business days.

 

If the Company does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting, and at that time the Company may appeal the delisting determination to a hearing panel. This notice has no immediate impact on the listing of the Company’s securities on the Nasdaq.

 

1

 

 

SIGNATURES

 

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: November 26, 2024

 

AQUARON ACQUISITION CORP.

  

By: /s/ Yi Zhou  
Name: Yi Zhou  

Title:

 Chief Executive Officer  

 

2

 

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Cover
Nov. 20, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 20, 2024
Entity File Number 001-41470
Entity Registrant Name Aquaron Acquisition Corp.
Entity Central Index Key 0001861063
Entity Tax Identification Number 86-2760193
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 515 Madison Ave
Entity Address, Address Line Two 8th Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10022
City Area Code (646)
Local Phone Number 970-2181
Written Communications true
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
Common Stock [Member]  
Title of 12(b) Security Common Stock
Trading Symbol AQU
Security Exchange Name NASDAQ
Rights [Member]  
Title of 12(b) Security Rights
Trading Symbol AQUNR
Security Exchange Name NASDAQ
Units  
Title of 12(b) Security Units
Trading Symbol AQUNU
Security Exchange Name NASDAQ
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