Hudson Acquisition I Corp. Announces Letter of Intent for Business Combination
01 April 2023 - 7:45AM
Hudson Acquisition I Corp. (the "Company" or "Hudson") (Nasdaq:
HUDA), today announced that it has entered into a letter of intent
(the “LOI”) with a target company (the “Target Company”) for a
potential business combination (the “Acquisition”). The LOI is
not a binding agreement, and it outlines the preliminary terms of
the Acquisition and the transactions contemplated herein. The
Target Company is a pre-clinical-stage biotechnology company
focused on developing intranasal preventives for major
disease-causing respiratory viruses.
Pursuant to the terms and conditions of the LOI, Hudson and the
Target Company intend to enter into a definitive agreement pursuant
to which Hudson and the Target Company would combine. As a
condition to the Target Company closing the Acquisition, the then
Board of Directors and executive officers of the Company will
appoint new members of the Board of Directors and new executive
officers to replace them, as designated in writing by the Target
Company, and resign simultaneously. The completion of the
Acquisition is subject to the completion of due diligence to each
of the Hudson and the Target Company’s satisfaction, the
negotiation of a definitive agreement providing for the
transaction, satisfaction of the conditions negotiated therein and
approval of the transaction by the board and stockholders of both
Hudson and the Target Company, and satisfaction of the conditions
contained therein, including (i) between the date of the signing of
this LOI and the Closing, the business of Hudson shall be run in
the ordinary course, and in a manner consistent with past
practices, (ii) no material change in the business, financial
condition or capitalization of Hudson shall have occurred between
the date of this LOI and Closing other than as required herein or
in the definitive agreement or as agreed upon by the Parties and
(iii) Hudson shall have received and delivered to the Target
Company information as may be necessary for any filings required to
be made by the Target Company in connection with the
Acquisition.
Accordingly, no assurances can be made by either party that the
parties will successfully negotiate and enter into a definitive
agreement, or that the proposed transaction will be consummated on
the terms or timeframe currently contemplated, or at all.
Additional Information and Where to Find It
If a legally binding definitive agreement with respect to the
proposed business combination is executed, Hudson intends to file
with the U.S. Securities and Exchange Commission (the “SEC”) a
registration statement on Form S-4, which will include a
preliminary proxy statement/prospectus (a “Proxy
Statement/Prospectus”). A definitive Proxy Statement/Prospectus
will be mailed to Hudson’s stockholders as of a record date to be
established for voting on the proposed transaction. Stockholders
will also be able to obtain copies of the Proxy
Statement/Prospectus, without charge, at the SEC’s website at
www.sec.gov or by directing a request to: Hudson Acquisition I
Corp., 19 West 44th Street, Suite 1001, New York
10036.
This communication may be deemed to be offering or solicitation
material in respect of the proposed transaction, which will be
submitted to the stockholders of Hudson for their consideration.
Hudson urges investors, stockholders and other interested persons
to carefully read, when available, the preliminary and definitive
Proxy Statement/Prospectus as well as other documents filed with
the SEC (including any amendments or supplements to the Proxy
Statement/Prospectus, as applicable), in each case, before making
any investment or voting decision with respect to the proposed
transaction, because these documents will contain important
information about Hudson, the Target and the proposed
transaction.
Participants in the Solicitation
Hudson and its directors and executive officers may be
considered participants in the solicitation of proxies with respect
to the proposed transaction described herein under the rules of the
SEC.
No Offer or Solicitation
This release shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in
respect of any business combination. This release shall not
constitute an offer to sell or the solicitation of an offer to buy
any securities, nor shall there be any sale of securities in any
states or jurisdictions in which such offer, solicitation, or sale
would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as
amended, or an exemption therefrom.
About Hudson Acquisition I Corp.
Hudson Acquisition I Corp. is a Delaware corporation
incorporated as a blank check company for the purpose of entering
into a merger, share exchange, asset acquisition, share purchase,
recapitalization, reorganization or similar business combination
with one or more businesses or entities. The Company's efforts to
identify a prospective target business will not be limited to a
particular industry or geographic region except that the Company
will not consummate an initial business combination with any entity
being based in or having the majority of its operations
in China (including Hong Kong and Macau).
The Company affirmatively excludes as an initial business
combination with a target company of which financial statements are
audited by an accounting firm that the United States Public Company
Accounting Oversight Board is unable to inspect for two consecutive
years beginning in 2021.
Forward-Looking Statements
This press release includes forward-looking statements that
involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking
statements, including the search for an initial business
combination, are subject to risks and uncertainties, which could
cause actual results to differ from the forward-looking statements.
No assurance can be given that the net proceeds of the offering
will be used as indicated. Forward-looking statements are subject
to numerous conditions, many of which are beyond the control of the
Company, including those set forth in the Risk Factors section of
the Company's registration statement for the offering filed with
the SEC. Copies are available on the SEC's
website, www.sec.gov. The Company expressly disclaims any
obligations or undertaking to release publicly any updates or
revisions to any forward-looking statements contained herein to
reflect any change in the Company's expectations with respect
thereto or any change in events, conditions or circumstances on
which any statement is based, except as may be required by law.
Company Contact
Hudson Acquisition I Corp.Jiang Hui Telephone: +1(347)
205-3126
Investor and Media Contact
International Elite Capital Inc. Annabelle Zhang Telephone:
+1(646) 866-7989Email: annabelle@iecapitalusa.com
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