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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to _____________

Commission File Number: 001-41532

HUDSON ACQUISITION I CORP.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		86- 2712843
(State of Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)
31 Hudson Yards, Office 51, New York, NY		10001
(Address of Principal Executive Offices)		(ZIP Code)

(347) 410-4710

(Registrant’s Telephone Number, Including Area Code)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☐ No ☒

Indicate by check mark whether registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
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 standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

Securities registered pursuant to Section 12(b) of the Act: None.

The registrant’s Common Stock, Rights and Units were previously registered under Section 12(b) of the Act and traded on The Nasdaq Stock Market LLC under the symbols “HUDA”, “HUDAR” and “HUDAU”, respectively. On January 24, 2025, trading of these securities was suspended, and on July 11, 2025, Nasdaq filed a Form 25 to complete the delisting and deregistration under Section 12(b). As of the date of this report, there is no active public trading market for these securities on any national securities exchange.

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	HUDA	The Nasdaq Stock Market LLC
Rights	HUDAR	The Nasdaq Stock Market LLC
Units	HUDAU	The Nasdaq Stock Market LLC

As of ~~May~~the 23date of this report, ~~2025,~~ there were 2,~~181~~119,~~088~~596 shares of common stock, par value $0.0001 per share of the registrant issued and outstanding.

Table of Contents

		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	1911
Item 1B.	Unresolved Staff Comments	2318
Item 1C.	Cybersecurity	2418
Item 2.	Properties	2418
Item 3.	Legal Proceedings	2418
Item 4.	Mine Safety Disclosures	2418
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2419
Item 6.	[Reserved]	2620
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2620
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	3024
Item 8.	Financial Statements and Supplementary Data	3024
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	3024
Item 9A.	Controls and Procedures	3125
Item 9B.	Other Information	3226
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	3226
Part III
Item 10.	Directors, Executive Officers and Corporate Governance	3227
Item 11.	Executive Compensation	3631
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3732
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3833
Item 14.	Principal Accountant Fees and Services	3935
Part IV
Item 15.	Exhibit and Financial Statement Schedules	4136
Item 16.	Form 10-K Summary	4136

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this annual report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this annual report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties and other factors:

●

our ability to select an appropriate target business or businesses;

●

our ability to complete our Initial Business Combination;

●

our expectations around the performance of a prospective target business or businesses;

●

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our Initial Business Combination;

●

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our Initial Business Combination;

●

our potential ability to obtain additional financing to complete our Initial Business Combination;

●

our pool of prospective target businesses;

●

the ability of our officers and directors to generate a number of potential business combination opportunities;

●

our public securities’ potential liquidity and trading;

●

the lack of a market for our securities;

●

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

●

our financial performance.

Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

See “Risk Factors” and the Form F-4 for additional information.

Unless otherwise stated in this annual report, or the context otherwise requires, references to:

●

“amended and restated certificate of incorporation” are to our certificate of incorporation in effect;

●

“equity-linked securities” are to any securities of our company which are convertible into, exchangeable for, or exercisable for common stock of our company;

●

“founder shares” are to shares of our common stock initially purchased by our sponsor;

●

“initial stockholders” are to holders of our founder shares prior to our initial public offering;

●

“management” or our “management team” are to our officers and directors, and “directors” are to our current directors;

●

“Nasdaq” are to the Nasdaq Capital Market;

●

“public shares” are to shares of our common stock sold as part of our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market);

●

“public stockholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided that each of their status as a “public stockholder” shall only exist with respect to such public shares;

●

“sponsor” are to Hudson SPAC Holding LLC, a Delaware limited liability company;

●

“trust account” are to the trust account located in the United States and maintained by Continental Stock Transfer & Trust Company, acting as trustee under that certain Investment Management Trust Agreement, dated as of October 14, 2022, that currently holds or has previously held the proceeds from the Company’s initial public offering;

●

“we,” “us,” “our,” “Company,” or “our company” are to Hudson Acquisition I Corp., a Delaware corporation.

iii

PART I

ITEM 1. BUSINESS

We are a blank check company incorporated on January 13, 2021, as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to herein as our Initial Business Combination. As described below under “Pending Business Combination,” we have entered into a definitive Business Combination Agreement with EUROEV Holdings Limited, a British Virgin Islands business company (“Pubco”), Aiways Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Pubco (“Merger Sub”), Aiways Automobile Europe GmbH, a German limited liability company (“Aiways Europe”), and Aiways Tech Limited, a Hong Kong company, as the signing seller, together with other joining sellers and are currently pursuing the consummation of that transaction. Other than in connection with this pending transaction, we are not actively seeking alternative business combination targets. We have generated no operating revenues to date and we will not generate operating revenues until we consummate our Initial Business Combination. Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting almost entirely of cash. See “Risk Factors” and the Form F-4 for additional information.

~~Initial~~Our executive ~~Public~~offices ~~Offering~~are located at 31 Hudson Yards, Office 51, New York, NY 10001 and our telephone number is (347) 410-4710. We do not maintain a website of our own.

~~The registration statement pursuant to which we registered our securities offered in the~~ Initial Public Offering ~~was declared effective on October 14, 2022. On October~~ ~~18, 2022, we consummated our Initial Public Offering~~ and ~~sold~~Private 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, 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”).Placement

~~Simultaneously~~On ~~with~~October ~~the~~18, ~~closing of~~2022, ~~the~~we consummated our Initial Public Offering, ~~our sponsor, Hudson SPAC Holding LLC (the “Sponsor”) should have purchased a total~~ of ~~340~~6,000 ,000 units ~~(the “Initial Private Placement Units”)~~ at ~~a price of~~ $10.00 per ~~the Initial Private Placement Unit (the “Private Placement”). However~~unit, ongenerating ~~October~~gross ~~18,~~proceeds ~~2022, simultaneously with the consummation~~ of ~~the Initial Public Offering~~$60, ~~our Sponsor partially consummated the Private Placement by subscribing to 238~~000,~~500~~000. ~~units~~Each ~~(the~~unit ~~“Purchased~~consists ~~Private Placement Units”) instead~~ of ~~the~~one ~~full~~share ~~Initial~~of ~~Private~~common ~~Placement~~stock ~~Units,~~and ~~generating~~one ~~gross~~right ~~proceeds~~to ofreceive ~~approximately~~one-fifth ~~$2,385,000 instead~~ of ~~the~~one ~~full~~share ~~$3,400,000, part~~ of ~~the proceeds~~common ofstock ~~which~~upon ~~were placed in~~ the ~~Trust~~consummation ~~Account.~~of ~~The~~an ~~Trust~~Initial ~~Account~~Business ~~was nonetheless fully-funded~~Combination. On ~~November~~October 3021, 2022, ~~the~~we ~~Company received~~issued an additional ~~remittance of $515~~845,~~000~~300 ~~underlying~~units upon the ~~Sponsor~~underwriters’s ~~purchase~~partial exercise of ~~the~~their ~~Private~~over-allotment ~~Placement Units. Additionally~~option, on ~~December~~generating 1,additional ~~2022,~~gross ~~the~~proceeds ~~Sponsor applied the outstanding balance on the Promissory Note~~ of $~~500~~8,~~000 towards the remaining stock subscription balance~~453, ~~which fully funded the Sponsor’s purchase of the Private Placement Units~~000. NoSimultaneously ~~underwriting discounts or commissions were paid~~ with ~~respect to~~ the ~~Private~~closing Placement. The Purchased Private Placement Units are identical to the Units, except that (a) the Purchased Private Placement Units and their component securities will not be transferable, assignable or saleable until 30 days after the consummation of ~~our Initial Business Combination except to permitted transferees and (b)~~ the ~~shares~~IPO and ~~rights included as a component of~~ the ~~Purchased Private Placement Units~~over-allotment, ~~so long as they are held by~~ our ~~Sponsor~~sponsor orpurchased an ~~its~~aggregate ~~permitted~~of ~~transferees~~371,500 ~~will~~private beplacement ~~entitled~~units toat ~~registration rights, respectively~~$10.00 Ifper ~~we do not complete our Initial Business Combination before the mandatory liquidation date~~unit, ~~the~~generating gross proceeds ~~from the sale~~ of the Private Placement Units held in the Trust Account will be used to fund the redemption of our public shares (subject to the requirements of applicable law) and the rights included as part of the Private Placement Units will expire worthless$3,715,000.

OnFollowing ~~October 21, 2022,~~ the ~~Company~~ ~~closed~~closing ~~the sale~~ of ~~845,300 units (the “OA Units”) at $10.00 per unit as a result of the underwriters’ partial~~ ~~exercise of their over-allotment option (~~the ~~“Overallotment Offering”) in connection with the previously announced~~ Initial Public Offering ~~pursuant to the underwriting agreement by~~ and ~~between~~partial ~~the~~exercise ~~Company and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit consists~~ of ~~one share of Common Stock of~~ the ~~Company~~overallotment, ~~par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of~~ an ~~Initial~~amount ~~Business Combination (the “Right”). Such OA Units were registered pursuant to the Company’s registration statement. As a result~~ of ~~the Overallotment Offering, the Company received gross proceeds of~~ $869,~~453~~479,~~000~~795 ~~(before deducting certain underwriting discount and fees), part of which~~ was placed in ~~the~~a Trust Account. Onin ~~October 21, 2022, simultaneously with~~ the ~~consummation of the Overallotment Offering, the Company completed the private placement of additional~~United ~~31,500~~States ~~units~~maintained ~~(the “Overallotment Private Placement Units”) pursuant to the Unit Private Placement Agreement dated October 14, 2022~~ by ~~and~~Continental ~~between~~Stock ~~the~~Transfer ~~Company~~& ~~and~~Trust ~~the Sponsor~~Company, inas ~~connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10~~trustee.~~00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.~~

1Business Combination Deadline and Extension Amendments

~~Following~~We ~~the~~have ~~closing~~until ~~of the~~July ~~Initial Public Offering on October~~ 18, ~~2022~~2026 ~~and~~to ~~sale~~complete ofour ~~the~~Initial Business ~~Private Placement Units on October 21~~Combination, ~~2022,~~subject anto ~~amount~~extension ~~of $69,479,795 was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company,~~ as ~~trustee.~~described ~~The~~elsewhere ~~funds held~~ in ~~the~~this 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 Ureport.S. ~~treasuries,~~If sowe ~~that~~do ~~the Company is~~ not ~~deemed~~consummate ~~to be~~ an ~~investment~~Initial ~~company~~Business ~~under the Investment Company Act. Except~~Combination ~~with~~by ~~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~~date, ~~the~~we ~~remaining proceeds~~ will ~~not~~ be ~~released~~required ~~from the Trust Account until the earlier of the completion of an Initial Business Combination or mandatory liquidation. The proceeds held in the Trust Account may be used as consideration~~ to ~~pay~~cease ~~the~~all ~~sellers of~~operations, aredeem ~~target business with which~~ the ~~Company~~outstanding ~~completes~~public ~~the~~shares ~~Initial~~and ~~Business~~dissolve ~~Combination~~and ~~to the extent not used to pay redeeming stockholders~~liquidate. ~~Any amounts not paid as consideration to the sellers of the target business may be used to finance operations of the target business.~~

On July 17, 2023, the Company filed a certificate of amendment (the “Certificate of Amendment”) to the 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 it 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. This amendment increased the time the Company has to consummate an Initial Business Combination from the original maximum amount of 15 months to 18 months from the Initial Public Offering date. In connection with the votes to approve the proposals above, the holders of 4,427,969 shares of common stock properly exercised their right to redeem their shares for approximately $10.43 per share, leaving approximately $25 million in the Trust Account.

~~On April~~Recent 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).”Development

On ~~July~~November 1022, 2024, ~~the Company~~we ~~filed~~entered into a ~~Certificate~~Business ofCombination ~~Amendment~~Agreement to (the ~~Company’s~~“Business ~~Second~~Combination ~~Amended~~Agreement”) ~~and~~with ~~Restated~~EUROEV ~~Certificate~~Holdings ofLimited, ~~Incorporation~~a ~~with~~British Virgin ~~the~~Islands ~~Secretary~~business ~~of State~~company of(“Pubco”), ~~the~~Aiways ~~State~~Merger ofSub, ~~Delaware~~Inc., ~~The~~a ~~Certificate~~Delaware ofcorporation ~~Amendment~~and ~~amends~~wholly ~~the~~owned ~~Certificate~~subsidiary of Pubco ~~Incorporation to~~ (i“Merger Sub”), ~~give~~Aiways ~~the~~Automobile ~~Company~~Europe ~~the~~GmbH, ~~option to extend the date by which the Company must effect~~ a ~~Business~~German ~~Combination~~limited ~~beyond~~liability ~~January~~company ~~18, 2025, up to nine~~ (9)“Aiways ~~times for an additional (1~~Europe”) ~~month each time to October 18~~, ~~2025,~~ and Aiways ~~will~~Tech noLimited, ~~longer~~a ~~require~~Hong ~~monthly~~Kong ~~deposits~~company, ~~into~~as the ~~Trust~~signing ~~Account~~seller, astogether ofwith ~~July~~other 5joining sellers, ~~2024~~if any.

Pursuant to the Business Combination ~~Strategy~~Agreement, and subject to the terms and conditions set forth therein, Pubco will acquire all of the issued and outstanding shares of Aiways Europe in exchange for Pubco ordinary shares, following which Merger Sub will merge with and into HUDA, with HUDA surviving as a wholly owned subsidiary of Pubco. Each outstanding share of HUDA common stock that is not redeemed will convert into one Pubco ordinary share, and each outstanding HUDA right will convert into Pubco ordinary shares at a ratio of 5:1. The exchange consideration for Aiways Europe is $410.0 million, plus the amount of any transaction financing made into Aiways Europe or its subsidiaries prior to closing, with each Pubco ordinary share valued at $10.00 per share.

~~Our~~On ~~business~~March ~~strategy~~25, is2025, the parties toentered ~~identify~~into ~~and~~an ~~complete~~amendment ~~our~~to ~~Initial~~the Business Combination ~~with~~Agreement ~~a company~~ that, ~~complements~~among ~~the~~other ~~experience~~things, ofremoved ~~our~~the ~~management~~covenant ~~team~~requiring ~~and~~HUDA ~~can~~to seek ~~benefit~~an ~~from~~amendment ~~their~~to ~~operational,~~its ~~marketing~~rights ~~and~~agreement ~~financial~~from ~~expertise.~~1/5 ~~Our~~of ~~selection~~a ~~process~~share ~~will~~to ~~leverage~~1/50 ~~the~~of ~~Company’s~~a ~~Board~~share ~~of Directors~~ and ~~executives~~extended ~~broad~~the ~~relationship,~~outside ~~deep~~date ~~industry~~under ~~experience~~the ~~and~~Business ~~deal~~Combination Agreement ~~sourcing~~from ~~capabilities~~April 18, 2025 to ~~access~~July a18, ~~wide~~2025. ~~spectrum~~As ofdisclosed ~~opportunities~~ in the ~~technology~~Form ~~sector~~F-4 infiled ~~the~~on ~~United~~March ~~States.~~23, ~~This~~2026, ~~network~~the ~~has~~parties ~~been~~continue ~~developed~~to ~~over~~pursue the proposed ~~past~~business ~~decades~~combination inand ~~executive~~Pubco ~~positions~~has ~~with~~applied ~~various global~~to ~~firms~~list ~~and~~its ~~public~~ordinary ~~companies.~~shares Weon ~~shall~~Nasdaq ~~not~~under ~~undertake~~the ~~our~~symbol ~~Initial~~“EUEV” ~~Business~~in ~~Combination~~ connection with ~~any~~the ~~entity~~closing. ~~being~~On ~~based~~March in23, or2026, ~~having~~we ~~the majority~~filed ofF-4 ~~its~~with ~~operations~~the inSEC. ~~China~~The ~~(including~~proposed ~~Hong~~transaction ~~Kong~~remains ~~and~~subject ~~Macau).~~to Westockholders ~~believe~~approval, ~~that~~effectiveness of ~~our~~the ~~management~~registration ~~team~~statement, ~~will~~and ~~identify~~the asatisfaction ~~business~~or ~~combination that~~waiver ~~will~~of ~~benefit~~customary ~~from~~closing ~~their experience, including:~~conditions.

●Nasdaq ~~Long history of sourcing, structuring, acquiring, operating, developing, growing and financing businesses;~~Delisting

2On January 22, 2025, the Nasdaq Hearings Panel determined to delist our securities from The Nasdaq Stock Market because we did not regain compliance with the applicable continued listing requirements by the deadline established in the Panel’s September 27, 2024 decision. Trading in our securities was suspended effective at the open of business on January 24, 2025. We did not appeal the Panel’s decision. Nasdaq filed a Form 25 with the SEC on July 11, 2025 to complete the delisting and deregistration of our common stock, rights and units under Section 12(b) of the Exchange Act. There is currently no active public market for our securities.

●The ~~Significant~~Business ~~integration~~Combination ~~experience~~with ~~implementing~~Aiways ~~new~~Automobile Europe ~~technologies and systems to drive value and standardization;~~GmbH

●On ~~Strong~~November 22, ~~marketing~~2024, we ~~and~~entered ~~capital~~into ~~allocation~~a ~~decision-making~~Business Combination Agreement (as amended, restated or otherwise modified from time to ~~establish~~time, the “Business Combination Agreement”) with EUROEV Holdings Limited, a British Virgin Islands business company (“Pubco”), Aiways Merger Sub, Inc., a Delaware corporation and ~~maintain~~wholly-owned ~~premium~~subsidiary ~~brand;~~of Pubco (“Merger Sub”), Aiways Automobile Europe GmbH, a German limited liability company (“Aiways Europe”) and Aiways Tech Limited, a Hong Kong company (the “Signing Seller” and each of the other holders of Aiways Europe’s shares that executes and deliver a joinder agreement to Pubco, the “Joining Sellers”, and collectively with the Signing Seller, the “Sellers”).

●Pursuant ~~Sound~~to ~~understanding~~the Business Combination Agreement, subject to the terms and conditions set forth therein, at the closing of ~~public~~the ~~company~~transactions ~~performance~~contemplated ~~requirements~~by the Business Combination Agreement (the “Closing”): (a) Pubco will acquire all of the issued and ~~ability~~outstanding toordinary ~~guide~~shares ~~private~~of Aiways Europe (the “Purchased Shares”) from the Sellers in exchange for ordinary shares of Pubco (the “Pubco Ordinary Shares”), such that Aiways Europe becomes a wholly-toowned subsidiary of Pubco and the Sellers become shareholders of Pubco (the “Share Exchange”); immediately thereafter (b) Merger Sub will merge with and into us, with our Company continuing as the surviving entity (the “Merger”), as a result of which (i) Our Company will become a wholly-~~public~~owned ~~process~~subsidiary of Pubco, and (ii) each issued and outstanding security of us immediately prior to the effective time of the Merger (the “Effective Time”) will no longer be outstanding and will automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance with the provisions of applicable law (the Merger, the Share Exchange and the other transactions contemplated by the Business Combination Agreement and the ancillary documents, together, the “Business Combination”) and (c) as a result of such Business Combination, Pubco will become a publicly traded company upon the Closing.

Our management team will access their network of relationships to articulate the parameters for our search for a target company and begin the process of reviewing and pursuing potential business combinations.2

~~Acquisition~~We ~~Criteria~~and Merger Sub shall cause the Merger to be consummated by filing a certificate of merger with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the Delaware General Corporation Law (“DGCL”), for the merger of Merger Sub with and into us.

Our acquisition strategy will leverage the Hudson Team’s network of long-standing relationships and industry contacts as well as inbound opportunities to source a business combination. Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We shall not undertake our Initial Business Combination with any entity being based in or having the majority of its operations in China (including Hong Kong and Macau). We will use these criteria and guidelines in evaluating acquisition opportunities, and we intend to identify and acquire one or more businesses that we believe exhibit a number of the following attributes:Consideration

●Subject ~~Well~~to ~~established~~and ~~market~~upon ~~presence~~the terms and conditions of the Business Combination Agreement, in full payment for the Purchased Shares, Pubco shall issue and deliver to the Sellers an aggregate number of Pubco Ordinary Shares (the “Exchange Shares”) with ~~recognizable~~an ~~brand~~aggregate value (the “Exchange Consideration”) equal to the sum of (i) Four Hundred and ~~reputation~~Ten Million U.S. Dollars ($410,000,000), plus (ii) the amount of any Transaction Financing (as defined below) that is made into Aiways Europe or its subsidiaries prior to the Closing, for ~~quality~~all ~~service;~~of the outstanding ordinary shares of Aiways Europe (the “AE Ordinary Shares”) outstanding as of immediately prior to the Effective Time, with each Pubco Ordinary Share valued at Ten U.S. Dollars ($10.00) per Pubco Ordinary Share, and with each Seller receiving its pro rata share of the applicable Exchange Shares based on the number of Purchased Shares owned by such Seller, divided by the total number of AE Ordinary Shares outstanding as of immediately prior to the Effective Time (such percentage being each such Seller’s “Pro Rata Share”).

●Representations ~~Platform with sufficient scale~~ and ~~geographic concentration from which to expand through acquisitions;~~Warranties

●The ~~Generates~~Business ~~stable~~Combination ~~free~~Agreement contains ~~cash~~a ~~flow~~number of customary representations and warranties made by each of Aiways Europe, each Seller, us and Pubco as of the date of the Business Combination Agreement or other specified dates solely for the benefit of certain of the parties to the Business Combination Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules to the Business Combination Agreement. “Material Adverse Effect” as used in the Business Combination Agreement means with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had, or would reasonably be expected to have, individually or in the ~~potential~~aggregate, a material adverse effect upon the business, assets, liabilities, results of operations or condition (financial or otherwise) of such person and its subsidiaries, taken as a whole, or the ability of such person or any of its subsidiaries on a timely basis to doconsummate sothe Business ~~near~~Combination, ~~term;~~in each case subject to certain customary exceptions.

●In ~~Generates~~the Business Combination Agreement, Aiways Europe made certain customary representations and warranties to us and Pubco as of the date of the Business Combination Agreement and as of the Closing, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial statements; (8) absence of certain changes; (9) compliance with laws; (10) permits; (11) litigation; (12) material contracts; (13) intellectual property; (14) taxes and returns; ~~well~~(15) real inproperty; ~~excess~~(16) personal property; (17) title to and sufficiency of assets; (18) employee matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) top customers and suppliers; (24) certain business practices; (25) the ~~cost~~Investment Company Act of 1940; ~~capital~~(26) finders and brokers; (27) independent investigation; and (28) information supplied.

●In ~~Easily~~the ~~identified~~Business ~~cost~~Combination Agreement, ~~savings~~each ~~that~~Seller, ~~can~~severally beand ~~realized~~not ~~near~~jointly, ~~term~~made certain customary representations and warranties to HUDA and Pubco as of the date of the Business Combination Agreement and as of the Closing, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) ownership of Aiways Europe shares, (4) governmental approvals; (5) non-contravention; (6) litigation; (7) investment representations; (8) finders and brokers; (9) information supplied; and (10) independent investigation.

~~● Modest capital requirements to refurbish locations to quality standards;~~3

●In ~~Can~~the ~~benefit~~Business ~~from~~Combination Agreement, ~~new~~we ~~technologies~~made certain customary representations and ~~systems~~warranties to ~~meaningfully~~Aiways ~~enhance~~Europe, Pubco and the Sellers as of the date of the Business Combination Agreement and as of the Closing, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) the Securities and Exchange Commission filings and financial ~~performance~~statements; (7) reporting company and listing; (8) absence of certain changes; (9) compliance with laws; (10) orders and permits; (11) taxes and returns; (12) employees and employee benefit plans; (13) properties; (14) material contracts; (15) transactions with affiliates; (16) the Investment Company Act of 1940; (17) finders and brokers; (18) certain business practices; (19) insurance; (20) the trust account; (21) information supplied; and (22) independent investigation.

●In ~~Quality~~the ~~management~~Business Combination Agreement, Pubco made certain customary representations and ~~personnel~~warranties to us, Aiways Europe and the Sellers with ~~ability~~respect to ~~contribute~~Pubco and Merger Sub as of the date of the Business Combination Agreement and as of the Closing, including representations and warranties related to ~~growth~~the ~~strategy~~following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) title and ownership of the Exchange Shares to be issued to the Sellers; (7) activities of Pubco and Merger Sub; (8) finders and brokers; (9) the Investment Company Act of 1940; (10) information supplied; and (11) independent investigation.

●No ~~Would benefit from being publicly traded and having access to incremental growth capital.~~Survival

~~These~~The ~~criteria~~representations and ~~guidelines~~warranties ~~are~~of ~~not~~the ~~intended~~parties tocontained bein ~~exhaustive.~~the ~~Any~~Business ~~evaluation~~Combination ~~relating~~Agreement toterminate ~~the~~as ~~merits~~ of, aand ~~particular~~do ~~Initial~~not ~~Business Combination may be based~~survive, to the ~~extent relevant~~Closing, ~~on these general criteria~~ and, ~~guidelines~~following ~~as well as other considerations~~their expiration, ~~factors,~~there ~~criteria~~are ~~and~~no ~~guidelines~~indemnification ~~that~~rights ~~our management~~for ~~may~~another ~~deem~~party’s ~~relevant~~breach thereof. InThe ~~addition~~covenants toand ~~any~~agreements ~~potential~~of ~~business~~the ~~candidates~~parties contained wein ~~may~~the ~~identify~~Business onCombination ~~our~~Agreement ~~own,~~do wenot ~~anticipate~~survive ~~that~~the ~~other~~Closing, ~~target business~~except ~~candidates~~those ~~will~~covenants beand ~~brought~~agreements to ~~our~~be ~~attention~~performed ~~from~~after the ~~various unaffiliated sources~~Closing, ~~including~~which ~~investment~~covenants ~~market participants, private equity funds~~ and ~~large~~agreements ~~business~~will ~~enterprises~~survive ~~seeking~~until tofully ~~divest non—core assets or divisions~~performed.

~~Acquisition~~Covenants ~~Process~~of the Parties

InEach ~~evaluating~~party aagreed ~~prospective~~in the Business ~~target~~Combination ~~business,~~Agreement weto ~~expect~~use its commercially reasonable efforts to ~~conduct~~consummate anthe ~~extensive~~Business ~~due~~Combination. ~~diligence~~The ~~review~~Business ~~which~~Combination ~~may~~Agreement also ~~encompass,~~contains ascertain ~~applicable~~customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), including, among other things, ~~meetings~~those relating to: (1) the provision of access to their properties, books and records, ~~with~~personnel, ~~incumbent~~financial ~~management~~and operating data and ~~employees~~other similar information, ~~document~~or ~~reviews~~as the parties may reasonably request regarding the other parties, (2) the ~~interviews~~operation of ~~customers~~their ~~and~~respective ~~suppliers,~~businesses ~~inspection~~in the ordinary course of ~~facilities~~business; (3) provision of consolidated financial statements of Aiways Europe; (4) HUDA’s public filings; (5) “no shop” obligations; (6) no insider trading; (7) notifications of certain breaches, consent requirements or other matters; (8) efforts to consummate the Closing and obtain third party and regulatory approvals; (9) efforts to cause Pubco to maintain its status as a ~~review~~“foreign private issuer” under the U.S. Securities Exchange Act of 1934 ~~financial~~Rule 3b-4; (10) further assurances; (11) public announcements; (12) confidentiality; (13) indemnification of directors and ~~other~~officers ~~information~~and ~~about~~tail insurance and (14) use of trust proceeds after the ~~target~~Closing. Aiways ~~and~~Europe also agreed to use its ~~industry~~commercially reasonable efforts to deliver (i) the audited financial statements for Aiways Europe for the fiscal years ended December 31, 2023 and December 31, 2022 and (ii) the unaudited financial statements for the six (6) month period ended June 30, 2024, as promptly as practicable after the date of the Business Combination Agreement. WeHUDA, ~~will~~Aiways Europe and Pubco also ~~utilize~~agreed ~~our~~to ~~management~~use ~~team’s~~their ~~operational~~commercially reasonable efforts to enter into financing agreements for an aggregate of at least $100 million in proceeds on such terms and structuring, and using such strategy, placement ~~capital~~agents ~~planning~~and ~~experience~~approach, as HUDA and Aiways Europe shall mutually agree (the “Transaction Financing”).

3We and Pubco also agreed to prepare a registration statement on Form F-4 (the “Registration Statement”) to be filed by Pubco with the SEC, to register (i) the Pubco Ordinary Shares to be issued under the Business Combination Agreement to (A) the holders of our securities and (B) Joining Sellers who first execute and deliver joinders after the date on which the Registration Statement shall have become effective (the “Registration Statement Effective Date”) (other than as a transferee of the Signing Seller or another Joining Seller who was a Joining Seller on or prior to the Registration Statement Effective Date), and (ii) the distribution of up to fifty percent (50%) (such percentage to be determined by the Signing Seller prior to the Registration Statement Effective Date) of the Exchange Shares to be received by the Signing Seller to the shareholders (the “Parent Shareholders”) of its ultimate parent entity, which Registration Statement will also contain a proxy statement of us therein for the purpose of soliciting proxies from HUDA’s stockholders for the matters to be acted upon at a stockholders’ meeting to be called for our stockholders, to vote on, among other matters, the Business Combination Agreement and the transactions, and providing such holders with an opportunity to participate in the redemption of all or a portion of their Public Shares upon the Closing (the “Closing Redemption”). As part of the Registration Statement, Pubco will approve and adopt, subject to our stockholder approval, an incentive equity plan with awards for 10% of the issued and outstanding Pubco Ordinary Shares immediately after the Closing (after giving effect to the Closing Redemption).

We are not prohibited from pursuing an Initial Business Combination with a target that is affiliated with our sponsor, officers or directors or making the Initial Business Combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our Initial Business Combination with an Initial Business Combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an Initial Business Combination is fair to our company from a financial point of view.4

~~Our~~The ~~Chief~~parties ~~Financial~~agreed ~~Officer,~~to take ~~Pengfei~~all ~~Xie,~~action ~~manages~~necessary ~~indirectly~~to ~~the~~cause ~~sponsor,~~Pubco’s ~~own~~board ~~founder~~of ~~shares,~~directors ~~and,~~(the ~~accordingly,~~“Post-Closing ~~Pengfei~~Pubco ~~Xie~~Board”) ~~may~~immediately ~~have~~after aClosing to ~~conflict~~consist of ~~interest~~individuals indesignated ~~determining whether~~by aAiways ~~particular~~Europe, ~~target~~including ~~business~~one (1) person that is andesignated ~~appropriate~~by ~~business~~Aiways ~~with~~Europe ~~which~~prior to ~~effectuate~~the Closing ~~our~~as ~~Initial~~the ~~Business~~chairman ~~Combination~~of the Post-Closing Pubco Board. ~~Further,~~The ~~our officers~~parties ~~and~~further ~~directors~~agreed ~~may~~to ~~have~~take aall ~~conflict~~action ofnecessary ~~interest~~so ~~with~~that ~~respect~~the toindividuals serving ~~evaluating~~as athe ~~particular~~chief ~~business~~executive ~~combination~~officer ifand ~~the~~chief ~~retention~~financial ~~or resignation~~officer, respectively, of ~~any~~our ~~such~~Company ~~officers~~immediately ~~and~~after ~~directors~~the ~~was~~Closing ~~included~~will bybe the asame ~~target~~individuals ~~business~~(in asthe asame ~~condition~~office) toas ~~any~~that ~~agreement~~of ~~with~~Aiways ~~respect~~Europe toimmediately ~~our~~prior ~~Initial Business~~to ~~Combination~~the Closing.

~~Certain~~We ofalso ~~our~~agreed ~~directors~~that during ~~and~~the ~~officers~~period ~~currently~~between ~~have,~~the ~~and~~signing ~~any~~ of ~~them in~~ the ~~future~~Business ~~may~~Combination ~~have~~Agreement ~~additional,~~and ~~fiduciary~~the orearlier ~~contractual~~of ~~obligations~~the toClosing ~~another~~or ~~entity pursuant~~the totermination ~~which~~of ~~such~~the ~~officer~~Business Combination orAgreement, ~~director~~it ~~is or~~ will becontinue ~~required~~each month to ~~present~~exercise aits ~~business~~right ~~combination~~under ~~opportunity~~its tocertificate ~~such~~of ~~entity~~incorporation ~~subject~~ to ~~his~~extend orthe ~~her~~date ~~fiduciary~~by which ~~duties.~~we Ifmust ~~any~~effect ~~of our directors or officers becomes aware of~~ a business combination ~~opportunity~~(currently ~~that falls within the line of business of any entity to which he or she has then-existing~~January ~~fiduciary or contractual obligations~~25, he2025) orfor ~~she~~an ~~may~~additional ~~be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us~~month.

NoAiways ~~members~~Europe ofagreed ~~our management~~that, ~~team~~as ~~have~~promptly ~~any~~as ~~obligation~~practicable toafter ~~present~~the usRegistration ~~with~~Statement ~~any~~Effective ~~opportunity~~Date, ~~for~~it would either (i) call a ~~potential~~meeting ~~business~~of ~~combination~~the shareholders of ~~which~~Aiways ~~they~~Europe ~~become~~in ~~aware,~~order ~~unless~~to ~~presented~~obtain the requisite Company shareholder approval (the “Aiways Europe Shareholder Meeting”), and Aiways Europe agreed to ~~such~~use ~~member~~its ~~specifically~~reasonable inbest ~~his~~efforts orto ~~her~~solicit ~~capacity~~from asAiways anEurope ~~officer~~shareholders orproxies ain ~~director~~favor of the ~~company.~~requisite Company ~~Members~~shareholder ofapproval ~~our~~prior ~~management~~to ~~team~~such ~~may~~Aiways beEurope ~~required to~~Shareholder ~~present~~Meeting, ~~potential~~or ~~business~~(ii) use ~~combinations~~its toreasonable ~~other~~best ~~entities~~efforts to ~~whom~~obtain ~~they~~a signed ~~have~~written ~~fiduciary~~consent ~~duties~~in ~~before~~lieu ~~they~~of ~~present~~a ~~such~~meeting ~~opportunities to~~of ~~us.~~Company ~~Any~~shareholders ~~knowledge~~and orAiways ~~presentation~~Europe ofagreed ~~such~~to ~~opportunities~~take ~~may~~all ~~therefore~~other ~~present~~actions ~~conflicts~~necessary ofor ~~interest~~advisable to secure the requisite Company shareholder approval.

~~Initial~~Signing ~~Business~~Seller ~~Combination~~made certain interest-free loans to Aiways Europe in the aggregate amount of $1,500,000 (the “HUDA Bridge Advance”), which Aiways Europe then loaned to us. We agreed that the proceeds from the HUDA Bridge Advance will be used solely for purposes of maintaining us as a public company and implementing the consummation of the Transactions.

InWe ~~accordance~~intends ~~with~~to ~~the~~amend ~~rules of~~it ~~Nasdaq~~outstanding rights, ~~our~~which ~~Initial~~were ~~Business~~issued ~~Combination~~as ~~must~~part ~~occur~~of ~~with~~the ~~one~~units orin ~~more~~its ~~target~~initial ~~businesses~~public ~~that~~offering, ~~together~~to ~~have~~decrease anthe ~~aggregate~~number ~~fair market value~~ of atour ~~least~~Common ~~80%~~Shares ofissuable upon the ~~value~~consummation of ~~the~~its ~~assets~~business ~~held~~combination infrom ~~the~~one-fifth ~~trust account~~ (~~net~~1/5th) of ~~amounts~~a ~~disbursed~~our toCommon ~~management~~Share ~~for~~to ~~working~~one-fiftieth ~~capital~~(1/50th) ~~purposes,~~of ifa ~~any,~~our ~~and~~Common ~~excluding~~Share (the ~~amount~~“Rights ofAmendment”). ~~deferred~~We ~~underwriting~~agreed ~~discounts~~to ~~held~~use inits ~~trust~~commercially ~~and~~reasonable ~~taxes~~efforts ~~payable~~to, onas ~~the~~promptly ~~income~~as ~~earned on~~practicable ~~the~~after ~~trust account) at~~ the ~~time~~date of ~~our~~the ~~signing~~Business aCombination ~~definitive~~Agreement, ~~agreement~~(i) obtain inthe ~~connection~~approval ~~with~~of ~~our~~the ~~Initial~~Rights ~~Business~~Amendment ~~Combination.~~by Ifthe ~~our~~holders ~~board~~ of ~~directors~~our ~~is not able~~ rights to ~~independently~~(ii) otherwise ~~determine~~effect the ~~fair~~Rights ~~market~~Amendment, ~~value~~including offiling with the ~~target~~SEC ~~business~~a orproxy ~~businesses,~~statement we(the ~~will~~“Rights ~~obtain~~Amendment ~~an opinion~~Proxy ~~from~~Statement”) anto ~~independent~~call ~~investment banking firm that is~~ a ~~member~~meeting of the ~~Financial~~holders ~~Industry~~of ~~Regulatory~~our ~~Authority~~Rights (~~“FINRA”)~~ or ~~an independent~~seek ~~valuation~~the orwritten ~~appraisal~~consent ~~firm with respect to satisfaction~~ of ~~such~~the ~~criteria.~~holders ~~Our stockholders may not be provided with a copy~~ of ~~such~~our ~~opinion~~rights) ~~nor will they be able~~ to ~~rely~~approve the onRights ~~such~~Amendment, ~~opinion.~~use Weits docommercially ~~not~~reasonable ~~intend~~efforts to ~~purchase~~have ~~multiple~~the ~~businesses~~Rights inAmendment ~~unrelated~~Proxy ~~industries in~~Statement ~~conjunction~~“clear” comments with ~~our~~the ~~Initial Business Combination. Subject to this requirement~~SEC, ~~our~~send ~~management~~a ~~will~~copy ~~have~~of ~~virtually~~the ~~unrestricted~~Rights ~~flexibility in~~Amendment ~~identifying~~Proxy ~~and~~Statement ~~selecting~~to ~~one~~the orholders ~~more~~of ~~prospective~~our ~~businesses~~Rights, ~~although~~and weholding ~~will~~a ~~not~~meeting beof ~~permitted~~the toholders ~~effectuate~~ of our ~~Initial~~Rights ~~Business Combination~~(or ~~with~~seek ~~another~~the ~~blank~~written ~~check~~consent ~~company~~of orthe aholders ~~similar~~of ~~company~~our ~~with nominal operations. Additionally~~Rights), ~~pursuant~~in toeach ~~Nasdaq rules~~case, ~~any Initial~~as ~~Business~~promptly ~~Combination~~as ~~must~~practicable beafter ~~approved~~the bydate ~~a majority~~ of ~~our~~the Business ~~independent~~Combination ~~directors~~Agreement.

WeConditions anticipate structuring our Initial Business Combination so that the post-transaction company in which our public stockholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our Initial Business Combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to ~~meet~~Consummation ~~certain objectives~~ of the prior owners of the target business, the target management team or stockholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our Initial Business ~~Combination could own less than a majority of our issued and outstanding shares subsequent to~~ ~~our Initial Business~~ Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of fair market value test. If the business combination involves more than one target business, the 80% of fair market value test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the Initial Business Combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

4The Business Combination Agreement contains customary conditions to Closing, including the following mutual conditions of the parties (unless waived): (i) the approval of the Business Combination Agreement and the Transactions and related matters by the requisite vote of our stockholders; (ii) the approval of the Business Combination Agreement and the transactions and related matters by the requisite vote of Company shareholders; (iii) expiration or termination of any waiting period under applicable antitrust laws; (iv) receipt of required third party consents, if any; (v) no law or order preventing the Business Combination; (vi) the members of the Post-Closing Pubco Board having been appointed in accordance with the Business Combination Agreement; (vii) the Registration Statement having been declared effective by the SEC; (viii) approval from Nasdaq for the listing of the Pubco Ordinary Shares to be issued in connection with the Business Combination; (ix) Pubco shall have amended and restated its memorandum and articles of association in a form reasonably acceptable to HUDA and Aiways Europe; (x) each of Aiways Europe and we shall have received evidence reasonably satisfactory that Pubco qualifies as a foreign private issuer; and (xi) there shall not be any pending action brought by a third party that is not an affiliate of the parties to enjoin or otherwise prevent the consummation of the Closing.

The net proceeds of this offering released to us from the trust account upon the closing of our Initial Business Combination may be used as consideration to pay the sellers of a target business with which we complete our Initial Business Combination. If our Initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our Initial Business Combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our Initial Business Combination, to fund the purchase of other companies or for working capital. In addition, we may be required to obtain additional financing in connection with the closing of our Initial Business Combination to be used following the closing for general corporate purposes as described above. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our Initial Business Combination. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor, officers, directors or stockholders is required to provide any financing to us in connection with or after our Initial Business Combination. We may also obtain financing prior to the closing of our Initial Business Combination to fund our working capital needs and transaction costs in connection with our search for and completion of our Initial Business Combination. Our amended and restated certificate of incorporation will provide that, following this offering and prior to the consummation of our Initial Business Combination, we will be prohibited from issuing additional securities that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote as a class with our public shares (a) on any Initial Business Combination or (b) to approve an amendment to our amended and restated certificate of incorporation to (x) extend the time we have to consummate a business combination or (y) amend the foregoing provisions, unless (in connection with any such amendment to our amended and restated certificate of incorporation) we offer our public stockholders the opportunity to redeem their public shares. In the event that our sponsor or its affiliates or designees, elect to extend the time to complete a business combination and deposit the applicable amount of money into trust, the sponsor would receive a non-interest bearing, unsecured promissory note equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our Initial Business Combination, or, at the sponsor’s discretion, converted upon consummation of our business combination into additional private units at a price of $10.00 per unit. In the event that we receive notice from our sponsor five days prior to the applicable deadline of its intent to effect an extension, we intend to issue a press release announcing such intention at least three days prior to the deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. The sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our Initial Business Combination. If we are unable to consummate our Initial Business Combination within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on the funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our dissolution and liquidation, the private units will expire and will be worthless.5

~~Status~~In addition, unless waived by Aiways Europe, Pubco, Merger Sub and Sellers, the obligations of Aiways Europe, Pubco, Merger Sub and Sellers to consummate the Business Combination are subject to the satisfaction of the following additional conditions, in addition to the delivery by us of the customary certificates and other Closing deliverables: (i) the representations and warranties of us being true and correct on and as aof ~~Public~~the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect); (ii) We having performed in all material respects its obligations and complied in all material respects with its covenants and agreements under the Business Combination Agreement required to be performed or complied with by it on or prior to the date of the Closing; (iii) absence of any Material Adverse Effect with respect to us since the date of the Business Combination Agreement which is continuing and uncured; (iv) the Sponsor Agreement (as defined below) and the Insider Letter Amendment (as defined below) in each case shall be effective as of Closing; (v) each Seller or Parent Shareholder other than the Unlocked Company Shareholders (as defined in the Business Combination Agreement) shall have executed and delivered to Pubco a Lock-Up Agreement (as defined below) and each such Lock-Up Agreement effective as of the Closing; (vi) the parties shall have amended and restated our existing registration rights agreement in form and substances reasonably acceptable to us, Pubco and Aiways Europe to, among other matters, have Pubco assume the registration obligations of us under the existing registration rights agreement, have such rights apply to the Pubco Ordinary Shares, and to provide the Pubco Insiders (as defined in the Business Combination Agreement) with registration rights thereunder (the “Amended Registration Rights Agreement”); and (vi) the Post-Closing Pubco Board shall have been elected or appointed as of the Closing in a manner consistent with the Business Combination Agreement. There is no minimum cash condition.

~~We believe~~Finally, ~~our~~unless ~~structure~~waived ~~makes~~by us, our anobligations ~~attractive~~to ~~business~~consummate ~~combination~~the ~~partner~~Business toCombination ~~target~~are ~~businesses.~~subject Asto anthe ~~existing~~satisfaction ~~public~~of ~~company,~~the wefollowing ~~offer a~~additional ~~target~~Closing ~~business~~conditions, in anaddition ~~alternative~~ to the ~~traditional~~delivery ~~initial~~by ~~public~~Aiways ~~offering~~Europe ~~through~~Entities a(as ~~merger~~defined orin ~~other~~the ~~business~~Business ~~combination.~~Combination InAgreement) ~~this~~customary ~~situation,~~certificates and other ~~the~~Closing ~~owners~~deliverables: (i) All of the ~~target~~representations ~~business~~and ~~would~~warranties ~~exchange~~of ~~their~~Aiways ~~shares~~Europe ofEntities ~~stock~~and the Sellers set forth in the ~~target~~Business Combination ~~business~~Agreement ~~for~~and ~~shares~~in ofany ~~our~~certificate ~~stock~~delivered by or ~~for~~on abehalf ~~combination~~ of ~~shares~~Aiways ofEurope ~~our~~Entities ~~stock~~or any Seller pursuant hereto shall be true and ~~cash,~~correct ~~allowing~~on usand toas ~~tailor~~of the ~~consideration~~date toof the ~~specific~~Business ~~needs~~Combination Agreement and on and as of the ~~sellers~~Closing. ~~Although~~(Subject ~~there~~to ~~are~~Material ~~various~~Adverse ~~costs~~Effect); (ii) Aiways Europe Entities and the Sellers shall have performed in all material respects all of their respective obligations and ~~associated~~complied ~~with~~in ~~being~~all amaterial ~~public~~respects ~~company,~~with weall ~~believe~~of ~~target~~their ~~businesses~~respective ~~will~~agreements ~~find~~and covenants under this ~~method~~Agreement ato ~~more~~be ~~certain~~performed ~~and~~or ~~cost-effective~~complied ~~method~~with toby ~~becoming~~them aon ~~public~~or ~~company~~prior ~~than~~to the ~~typical~~Closing ~~initial~~Date; ~~public~~(iii) Each ~~offering.~~Seller Inor aParent ~~typical~~Shareholder ~~initial~~that ~~public~~is ~~offering,~~not ~~there~~an ~~are~~Unlocked ~~additional~~Company Shareholder ~~expenses~~shall ~~incurred~~have inexecuted ~~marketing,~~and ~~road~~delivered ~~show~~to ~~and~~us ~~public~~a ~~reporting~~Lock-Up ~~efforts~~Agreement, ~~that~~and ~~may~~each ~~not~~Lock-Up beAgreement ~~present~~effective toas of the ~~same~~Closing; ~~extent~~and in(iv) absence of ~~connection~~any Material Adverse Effect with respect to Aiways Europe and its subsidiaries on a consolidated basis since the date of the Business ~~business~~Combination ~~combination~~Agreement ~~with~~which usis continuing and uncured.

5Termination

~~Furthermore, once~~In aaddition ~~proposed~~to ~~business~~termination by ~~combination~~mutual isagreement ~~completed~~among parties, the ~~target~~Business ~~business~~Combination ~~will~~Agreement ~~have~~may ~~effectively~~be ~~become~~terminated ~~public,~~at ~~whereas~~any antime ~~initial~~prior ~~public offering is always subject~~ to the ~~underwriters’~~Closing ~~ability~~by toeither ~~complete the offering, as well as general market conditions, which could~~HUDA ~~delay~~ or ~~prevent~~Aiways ~~the~~Europe ~~offering~~if ~~from occurring. Once public, we believe~~ the ~~target~~Closing ~~business~~does ~~would~~not ~~then~~occur ~~have greater access to capital and an additional means of providing management incentives consistent with stockholders’ interests. It can offer further benefits~~ by ~~augmenting~~ aApril 18, ~~company’s~~2025 ~~profile~~(the ~~among~~“Outside ~~potential new customers and vendors and aid in attracting talented employees~~Date”).

~~We are~~The anBusiness ~~“emerging~~Combination ~~growth~~Agreement may ~~company,”~~also asbe ~~defined~~terminated inunder ~~Section~~certain ~~2(a)~~customary ofand ~~the~~limited ~~Securities~~circumstances ~~Act~~at ofany ~~1933,~~time asprior ~~amended,~~to or the ~~Securities Act~~Closing, asincluding: ~~modified~~ (i) by ~~the~~either us ~~Jumpstart~~or ~~Our~~Aiways ~~Business~~Europe ~~Startups~~if ~~Act~~a ofgovernmental ~~2012,~~authority orof ~~the~~competent ~~JOBS~~jurisdiction ~~Act.~~shall Ashave ~~such,~~issued wean ~~are~~order ~~eligible~~or totaken ~~take~~any ~~advantage~~other ofaction ~~certain~~permanently ~~exemptions~~restraining, ~~from~~enjoining ~~various~~or ~~reporting~~otherwise ~~requirements~~prohibiting ~~that~~the ~~are~~transactions, ~~applicable~~and tosuch ~~other~~order ~~public~~or ~~companies~~other ~~that~~action ~~are~~has ~~not~~become ~~“emerging~~final ~~growth~~and ~~companies”~~non-applicable; ~~including,~~(ii) by ~~but~~Aiways ~~not~~Europe ~~limited~~for ~~to,~~our ~~not~~uncured ~~being~~material ~~required~~breach toof ~~comply with~~ the ~~auditor~~Business ~~attestation~~Combination ~~requirements~~Agreement, ofsuch ~~Section~~that ~~404~~the ofrelated ~~the~~Closing ~~Sarbanes-Oxley Act~~condition ofwould ~~2002,~~not orbe ~~the~~met; ~~Sarbanes-Oxley~~(iii) ~~Act,~~by ~~reduced~~us ~~disclosure~~for ~~obligations~~the ~~regarding~~uncured ~~executive~~material ~~compensation~~breach inof ~~our~~the ~~periodic~~Business ~~reports~~Combination ~~and~~Agreement ~~proxy statements,~~by ~~and~~Aiways ~~exemptions~~Europe, ~~from~~Pubco, ~~the~~Merger Sub ~~requirements~~or ofany ~~holding~~Seller asuch ~~non-binding advisory~~that ~~vote~~the onrelated ~~executive~~Closing ~~compensation~~condition ~~and~~would ~~stockholder approval of any golden parachute payments~~ not ~~previously~~be ~~approved.~~met; Ifand ~~some~~(iv) by ~~investors~~written ~~find~~notice ~~our~~by ~~securities~~Aiways ~~less~~Europe ~~attractive~~to asus ~~a result,~~if ~~there~~we ~~may~~hold beour astockholder ~~less~~meeting ~~active~~to ~~trading~~approve ~~market~~the ~~for~~Business ~~our~~Combination ~~securities~~Agreement and the ~~prices~~transactions ofand ~~our~~such ~~securities~~approval ~~may~~is benot ~~more volatile~~obtained.

InIf ~~addition,~~the ~~Section~~Business ~~107~~Combination Agreement is terminated, all further obligations of the ~~JOBS~~parties ~~Act~~under ~~also~~the ~~provides~~Business ~~that~~Combination anAgreement ~~“emerging~~(except ~~growth~~for ~~company”~~certain ~~can~~obligations) will ~~take~~terminate, ~~advantage~~and ofno party to the ~~extended~~Business ~~transition~~Combination ~~period~~Agreement ~~provided in~~will ~~Section~~have ~~7(a)(2)(B)~~any offurther ~~the~~liability ~~Securities~~to ~~Act~~any ~~for~~other ~~complying~~party ~~with~~thereto, ~~new~~other than for willful breach or ~~revised~~fraud ~~accounting~~prior ~~standards~~to termination. InThe ~~other~~Business ~~words,~~Combination anAgreement ~~“emerging~~does not provide for any termination fees. However, ~~growth~~if ~~company”~~Aiways ~~can~~Europe ~~delay~~terminates the ~~adoption~~Business ofCombination ~~certain~~for ~~accounting~~our ~~standards~~uncured ~~until~~material ~~those~~breach ~~standards~~of ~~would~~the ~~otherwise~~Business ~~apply~~Combination toAgreement ~~private~~such ~~companies.~~that the Werelated ~~intend~~Closing tocondition ~~take~~would ~~advantage~~not ofbe met, we shall immediately repay the ~~benefits~~HUDA ofBridge ~~this~~Advance ~~extended~~upon ~~transition~~such ~~period.~~termination

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.6

~~Additionally,~~Trust weAccount are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our common stock held by non-affiliates exceeds $250 million as of the prior June 30th, or (2) our annual revenues exceed $100 million during such completed fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the last completed fiscal year.Waiver

~~Financial~~Aiways ~~Position~~Europe, Pubco, Merger Sub and Seller each agreed on behalf of themselves and their respective subsidiaries that they will not have any right, title, interest or claim of any kind in or to any monies in our trust account (including any distributions therefrom) held for its public stockholders, and agreed not to, and waived any right to, make any claim against the trust account (including any distributions therefrom) other than in connection with the Closing.

~~With funds~~Governing available for a business combination in the amount of approximately $1.2 million as of the date of this report, before estimated offering and working capital expenses, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete our Initial Business Combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us.Law

6The Business Combination Agreement is governed by the laws of the State of Delaware without regard to the conflict of laws principles thereof. All actions arising out of or relating to the Business Combination Agreement shall be heard and determined exclusively in the Court of Chancery of the State of Delaware in and for New Castle County, Delaware or if such court shall not have jurisdiction, any federal court located in the State of Delaware or other Delaware state court (or in any appellate court therefrom).The Business Combination Agreement contains representations, warranties and covenants made by the respective parties as of the date of such agreement or other specified dates. These provisions are subject to qualifications and limitations set forth in the agreement, including those in the disclosure schedules. While the Business Combination Agreement has been made publicly available, it does not necessarily reflect the current state of affairs of us, the Target, Merger Sub, Pubco, the Sellers, or any other party thereto.

~~Effecting~~Additionally, ~~Our~~the ~~Initial~~representations, warranties, covenants and agreements contained in the Business Combination Agreement may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the SEC. Investors should not rely on the representations, warranties, covenants and agreements, or any descriptions thereof, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations and warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in our and Pubco’s public disclosures.

~~We are~~Related not presently engaged in, and we will not engage in, any operations other than finding a business combination until we consummate our Initial Business Combination. We intend to effectuate our Initial Business Combination using cash from the proceeds from the Initial Public Offering and the private placement of the private placement units, the proceeds of the sale of our shares in connection with our Initial Business Combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the consummation of this offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our Initial Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.Agreements

IfSponsor our Initial Business Combination is paid for using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our Initial Business Combination or used for redemption of our public shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our Initial Business Combination, to fund the purchase of other companies or for working capital.Agreement

WeSimultaneously ~~may~~with ~~seek~~the ~~to raise additional~~execution ~~funds~~and ~~through~~delivery ~~a private offering~~ of ~~debt or equity securities in connection with~~ the ~~completion of our Initial~~ Business Combination Agreement, ~~and we may effectuate our Initial Business Combination using~~ the ~~proceeds~~Sponsor, ofPengfei ~~such~~Xie ~~offering rather than using~~ (the ~~amounts~~“Sponsor ~~held~~Guarantor” inand ~~the~~together ~~trust account. In addition, we intend to target businesses~~ with ~~enterprise values that are greater than we could acquire with~~ the ~~net proceeds~~ ofSponsor, ~~the~~each ~~Initial~~a ~~Public~~“Sponsor ~~Offering and~~Party”), asAiways ~~a result~~Europe, ifPubco ~~the~~and ~~cash portion of~~ the ~~purchase~~Company ~~price~~entered ~~exceeds~~into ~~the~~a ~~amount~~letter ~~available~~agreement ~~from~~ (the ~~trust~~“Sponsor ~~account~~Agreement”), ~~net~~pursuant ~~of amounts needed~~ to ~~satisfy~~which among ~~any~~other ~~redemptions by public stockholders~~things, we(a) each ~~may~~Sponsor beParty ~~required~~agreed to, ~~seek~~jointly ~~additional~~and ~~financing to complete such proposed Initial Business Combination. Subject to compliance with applicable securities laws~~severally, ~~we would expect to complete such financing~~(i) pay ~~only~~for ~~simultaneously~~all ~~with the completion of~~ our ~~Initial~~closing ~~Business~~expenses ~~Combination. In the case of an Initial Business Combination funded with assets~~ (other than ~~the trust account assets,~~ our proxy materials or tender offer documents disclosing the Initial Business Combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equitypre-~~linked securities~~closing ortax ~~through~~liabilities) ~~loans,~~at ~~advances~~ or ~~other~~prior ~~indebtedness in connection with our Initial Business Combination, including pursuant~~ to ~~forward~~the ~~purchase agreements or backstop agreements we may enter into following consummation of this offering. At this time~~Closing, we(ii) pay ~~are~~for ~~not a party to~~ any ~~arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsor, officers, directors or stockholders is~~ required ~~to provide any financing to us in connection with or after~~ our ~~Initial Business Combination. Our~~ ~~amended~~pre-closing ~~and~~tax ~~restated certificate of incorporation will provide that~~liabilities, ~~following~~which ~~this~~payment ~~offering and prior to the consummation of our Initial Business Combination, we~~ will be ~~prohibited~~repaid ~~from~~by ~~issuing~~Pubco ~~additional securities that would entitle the holders thereof~~ to ~~(i) receive funds from~~ the ~~trust~~Sponsor ~~account~~in orcash ~~(ii) vote~~without asinterest awithin ~~class~~one ~~with our public shares~~ (a1) onmonth ~~any Initial Business Combination or (b) to~~after ~~approve an amendment to our amended and restated certificate of incorporation to (x) extend~~ the ~~time we have to consummate a business combination~~Closing, or (yiii) ~~amend~~indemnify ~~the foregoing provisions~~Pubco, ~~unless~~us ~~(in connection with any such amendment to our amended~~ and ~~restated certificate of incorporation) we offer our public stockholders~~ the ~~opportunity~~Target toand ~~redeem~~ their ~~public~~respective ~~shares.~~representatives Into the ~~event~~extent that any our ~~sponsor~~closing ~~or its~~expenses ~~affiliates~~(other orthan ~~designees,~~our ~~elect~~pre-closing totax ~~extend~~liabilities) ~~the~~have ~~time~~not tobeen ~~complete~~paid aor ~~business~~otherwise ~~combination~~fully ~~and~~satisfied ~~deposit~~as ~~the applicable amount~~ of ~~money into trust,~~ the ~~sponsor would receive a non-interest bearing~~Closing, ~~unsecured~~and ~~promissory note equal to the amount of any such deposit that will not~~(iv) immediately berepay ~~repaid in~~ the ~~event~~HUDA ~~that~~Bridge weAdvance ~~are unable~~ to ~~close~~Aiways aEurope ~~business~~if ~~combination~~Aiways ~~unless~~Europe ~~there~~terminates ~~are funds available outside~~ the ~~trust~~Business ~~account~~Combination ~~to do~~for ~~so.~~our ~~Such~~uncured ~~notes~~material ~~would~~breach ~~either be paid upon consummation~~ of the ~~our Initial~~ Business Combination, orAgreement, ~~at the sponsor’s discretion, converted upon consummation of~~ (b) our ~~business~~obligations ~~combination~~under ~~into~~any ~~additional~~loans ~~private~~made ~~units~~by ~~at a price of $10.00 per unit. In~~ the ~~event~~Sponsor ~~that we receive notice from our sponsor five days prior~~ to ~~the~~us ~~applicable deadline of its intent to effect an extension, we intend to issue a press release announcing such intention at least three days~~ prior to the ~~deadline. In addition~~Closing, weup ~~intend~~ to ~~issue a press release the day after the~~an ~~deadline~~aggregate ~~announcing~~of ~~whether~~One orMillion ~~not~~Five ~~the~~Hundred ~~funds~~Thousand ~~had been timely deposited~~U. ~~The sponsor and its affiliates or designees are not obligated to fund the trust account to extend the time for us to complete our Initial Business Combination~~S. Dollars ~~To the extent that some~~($1, ~~but not all~~500, ~~of the sponsor, decides to extend the period of time to consummate our Initial Business Combination, the sponsor (or its affiliates or designees~~000) ~~may deposit the entire amount required. If we are unable to consummate our Initial Business Combination within such time period~~, we will, asbe ~~promptly~~converted asinto ~~possible~~Pubco ~~but~~Ordinary ~~not~~Shares ~~more~~at ~~than~~the ~~ten business days thereafter, redeem 100% of our outstanding public shares for a pro~~Closing ~~rata~~at ~~portion of the funds held in the trust account, including~~ a ~~pro~~conversion ~~rata~~price ~~portion~~ of ~~any~~Ten ~~interest~~U.S. Dollars ~~earned~~($10.00) onper ~~the~~Pubco ~~funds~~Ordinary ~~held~~Share in(“Converted ~~the~~Sponsor ~~trust account and not previously released to us to pay our taxes~~Loans”), and ~~then~~(c) the Sponsor ~~seek~~agreed to ~~dissolve~~provide ~~and~~reasonable ~~liquidate.~~support ~~However,~~for ~~we may not be able to distribute such amounts as a result of claims of creditors which may take priority over~~ the ~~claims~~Transaction ~~of our public stockholders~~Financing. ~~In the event of our dissolution and liquidation, the private units will expire and will be worthless.~~

7Insider Letter Amendment

~~Sources~~Simultaneously with the execution of ~~Target~~the ~~Businesses~~Business Combination Agreement, we, Pubco, the Sponsor, Aiways Europe and other our insiders entered into an amendment (the “Insider Letter Amendment”) to the letter agreement that was entered into in connection with our initial public offering (the “Insider Letter”), to (i) give Pubco and Aiways Europe rights to enforce the terms of the Insider Letter, (ii) effective as of the Closing, assign our rights and obligations under the Insider Letter to Pubco and (iii) provide that up to an aggregate of 3,000,000 Pubco Ordinary Shares issued pursuant to the Business Combination Agreement in exchange for the our Founder Shares, our Private Units, our Private Shares and our Private Rights, when added together with the Pubco Ordinary Shares issued pursuant to the Business Combination Agreement in satisfaction of the Converted Sponsor Loans, will be released from the lock-up periods applicable thereunder. In addition, approximately 3,000,000 Pubco Ordinary Shares to be held by certain Sellers and Parent Shareholders will not be subject to any lock-up restrictions pursuant to the Business Combination Agreement.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis. Our officers and directors, as well as our sponsor and its affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows, conferences or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors and our sponsor and their respective industry and business contacts as well as their affiliates. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder’s fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the Company prior to, or in connection with any services rendered for any services they render in order to effectuate, the completion of our Initial Business Combination (regardless of the type of transaction that it is). Although none of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective business combination target in connection with a contemplated Initial Business Combination, we do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. Commencing on the date of our Initial Public Offering, we have agreed to pay our sponsor or its affiliate a total of up to $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. Some of our officers and directors may enter into employment or consulting agreements with the post-transaction company following our Initial Business Combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an Initial Business Combination candidate.7

WeLock-Up are not prohibited from pursuing an Initial Business Combination with an Initial Business Combination target that is affiliated with our sponsor, officers or directors or making the Initial Business Combination through a joint venture or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our Initial Business Combination with an Initial Business Combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that such an Initial Business Combination is fair to our company from a financial point of view.Agreement

IfOn ~~any~~or ofprior ~~our~~to ~~officers~~the orClosing, ~~directors~~each ~~becomes~~Seller ~~aware~~and ofParent anShareholder, ~~Initial~~except for such Sellers and Parent Shareholders (as defined in the Business Combination ~~opportunity~~ Agreement) that ~~falls~~will ~~within~~not be Pubco Insiders (as defined in the ~~line~~Business ofCombination ~~business~~Agreement) immediately after the Closing and that are expected as of ~~any~~immediately ~~entity~~after the Closing to ~~which~~hold hean aggregate of 3,000,000 Pubco Ordinary Shares (such Sellers and Parent Shareholders that orare ~~she~~not ~~has~~required ~~then~~to sign Lock-~~existing fiduciary~~Up orAgreements, ~~contractual~~the ~~obligations~~“Unlocked Company Shareholders”), hewill orenter ~~she~~into ~~may~~a beLock-Up ~~required~~Agreement towith Pubco ~~present~~and ~~such~~us ~~business~~(the ~~combination~~“Lock-Up ~~opportunity~~Agreements”), which Lock-Up Agreements will become effective as of the Closing. The Lock-Up Agreements pertain to ~~such~~all ~~entity~~of ~~prior~~the toPubco ~~presenting~~Ordinary ~~such~~Shares ~~business~~to ~~combination~~be ~~opportunity~~issued to ~~us.~~either ~~Our~~the ~~officers~~Sellers ~~and~~or ~~directors~~Parent ~~currently~~Shareholders, ~~have~~unless ~~certain~~otherwise ~~relevant~~excluded as an ~~fiduciary~~Unlocked ~~duties~~Company Shareholder, under the Business Combination Agreement (all such securities, together with any securities paid as dividends or ~~contractual~~distributions ~~obligations~~with ~~that~~respect ~~may~~to ~~take~~such ~~priority~~securities ~~over~~or ~~their~~into ~~duties~~which such securities are exchanged or converted, the “Restricted Securities”) shall become subject to uslimitations on disposition as set forth in the Lock-Up Agreements.

8Pursuant to each Lock-Up Agreement, each individual agreed not to, during the period commencing from the Closing Date and ending on (A) (x) with respect to 50% of the Restricted Securities, the earlier of the six (6) month anniversary of the date of the Closing and the date on which the closing price of the Pubco Ordinary Shares exceeds $12.50 for any 20 trading days within a 30-day trading period following the Closing and (y) with respect to the remaining 50% of the Restricted Securities, the six (6) month anniversary of the date of the Closing and (B) (B) the date after the Closing on which Pubco consummates a liquidation, merger, share exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of Pubco’s shareholders having the right to exchange their equity holdings in Pubco for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”).

~~Selection~~The Business Combination is expected to result in significant dilution to our public stockholders. Upon consummation of the transaction, former shareholders of Aiways Europe are expected to own a ~~Target~~substantial majority of the outstanding equity of the combined company, while our public stockholders will own a significantly smaller percentage. In addition, the issuance of shares in connection with the PIPE investment at a purchase price below the $10.00 per share valuation used in the Business Combination, as well as the conversion of sponsor interests and ~~Structuring~~other equity-linked securities, will further dilute the ownership interests of our ~~Initial~~public stockholders. For additional information regarding dilution, see the Form F-4. Background of the Business Combination under PROPOSAL 1: THE BUSINESS COMBINATION PROPOSAL

InOur ~~accordance~~sponsor, ~~with~~officers ~~the~~and ~~rules~~directors ofhave ~~Nasdaq,~~financial ~~our~~interests ~~Initial~~in the Business Combination ~~must~~that ~~occur~~may ~~with~~differ ~~one~~from, or ~~more~~be ~~target~~in ~~businesses~~addition ~~that~~to, ~~together have an aggregate fair market value of at least 80% of~~ the ~~value~~interests of ~~the~~our ~~assets~~public ~~held~~stockholders. These ininterests ~~the trust account (net of amounts disbursed to management for working capital purposes~~include, ifamong ~~any~~others, ~~and~~ownership ~~excluding the amount~~ of ~~deferred~~founder ~~underwriting~~shares ~~discounts~~and ~~held~~private inplacement ~~trust~~securities ~~and~~that ~~taxes~~were ~~payable~~acquired onat ~~the~~prices ~~income earned on~~significantly ~~the~~lower ~~trust~~than ~~account) at~~ the ~~time~~price ofpaid ~~our~~by ~~signing~~public astockholders, ~~definitive~~as ~~agreement~~well inas ~~connection~~the ~~with~~potential ~~our~~conversion ~~Initial Business Combination. The fair market value~~ of ~~our~~sponsor ~~Initial~~loans ~~Business~~into ~~Combination~~equity ~~will be determined by our board~~ of ~~directors~~the ~~based~~combined ~~upon one or more standards generally accepted~~company. byAs ~~the~~a ~~financial community~~result, ~~such~~our assponsor ~~discounted~~may ~~cash~~realize ~~flow valuation,~~ a ~~valuation~~positive ~~based~~return on ~~trading~~its ~~multiples~~investment ofeven ~~comparable~~if public ~~businesses or~~stockholders experience a ~~valuation~~loss. ~~based~~These oninterests may ~~the~~create ~~financial~~incentives ~~metrics~~for ~~of M&A transactions of comparable businesses. If~~ our ~~board~~sponsor ofand ~~directors~~management ~~is not able~~ to ~~independently~~complete ~~determine~~a ~~the~~business ~~fair~~combination, ~~market value of our Initial Business Combination (~~including ~~with~~ the ~~assistance~~proposed ~~of financial advisors)~~transaction, we ~~will~~rather ~~obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions~~than ~~with~~liquidate ~~respect to~~ the ~~satisfaction of such criteria~~Company. ~~While~~For wea ~~consider~~more itcomplete ~~unlikely~~description ~~that our board~~ of ~~directors~~these ~~will not be able to make an independent determination of the fair market value of our Initial Business Combination~~interests, itsee ~~may be unable to do so if it is less familiar or experienced with~~ the ~~business~~Form ofF-4. aBackground ~~particular target or if there is a significant amount~~ of ~~uncertainty as to~~ the ~~value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in conjunction with our Initial~~ Business ~~Combination.~~ Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our Initial Business Combination ~~with another blank~~under ~~check~~PROPOSAL ~~company~~1: orTHE aBUSINESS ~~similar~~COMBINATION ~~company with nominal operations.~~PROPOSAL

InOur ~~any~~board ~~case,~~of wedirectors ~~will only~~approved ~~complete~~the ~~an Initial~~ Business Combination inAgreement ~~which~~and wedetermined ~~own~~that orthe ~~acquire~~Business ~~50%~~Combination oris ~~more~~fair ofto ~~the~~and ~~outstanding~~in ~~voting~~the ~~securities~~best interests of ~~the~~our ~~target or~~stockholders. ~~otherwise~~In ~~acquire~~making aits ~~controlling~~determination, ~~interest in~~ the ~~target~~board ~~sufficient~~considered ~~for~~a itnumber ~~not~~of tofactors, beincluding ~~required~~financial toanalyses ~~register~~and asa anfairness ~~investment~~opinion ~~company~~provided ~~under~~by ~~the~~an ~~Investment~~independent ~~Company~~financial ~~Act~~advisor. IfFor wea ~~own~~more ordetailed ~~acquire~~discussion ~~less than 100%~~ of the ~~equity~~background ~~interests or assets~~ of athe ~~target~~Business ~~business or businesses~~Combination, ~~the~~ ~~portion of such business or businesses that are owned or acquired by~~ the ~~post-transaction company is what will be taken into account for purposes of Nasdaq~~board’s ~~80% of fair market value test. There is no basis~~ reasons for ~~investors~~approval, inand ~~this~~the ~~offering~~fairness toopinion, ~~evaluate~~see the ~~possible~~ ~~merits~~Form orF-4. ~~risks~~Background of ~~any~~the ~~target~~Business ~~business~~Combination ~~with~~under ~~which~~PROPOSAL we1: ~~may~~THE ~~complete~~BUSINESS ~~our Initial Business Combination.~~COMBINATION PROPOSAL

To the extent we effect our Initial Business Combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.8

InAcquisition ~~evaluating~~Strategy ~~a prospective business target, we expect to conduct a due diligence review, which may encompass, among other things, meetings with incumbent ownership, management~~ and ~~employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us.~~Criteria

~~The~~Prior ~~time~~to ~~required~~entering tointo ~~select~~the Business Combination ~~and~~Agreement ~~evaluate~~with aAiways ~~target~~Europe, our business ~~and~~strategy was to ~~structure~~identify and complete ~~our~~an Initial Business Combination, ~~and~~with ~~the~~a ~~costs~~company ~~associated~~that ~~with this process,~~complemented ~~are~~the ~~not~~experience ~~currently~~of ~~ascertainable~~our ~~with~~management ~~any degree of certainty~~team. ~~Any~~Our ~~costs~~selection ~~incurred~~process ~~with~~was ~~respect~~designed to ~~the~~leverage ~~identification~~our ~~and~~Board ~~evaluation~~ of, Directors and ~~negotiation~~executives’ ~~with~~broad relationships, aindustry ~~prospective~~experience ~~target~~and ~~business~~deal ~~with~~sourcing ~~which~~capabilities ~~our~~to ~~Initial~~access ~~Business~~opportunities ~~Combination~~in isthe ~~not~~technology ~~ultimately~~sector ~~completed will result~~ in ~~our incurring losses and will reduce~~ the ~~funds~~United ~~we can use to complete another business combination~~States.

~~Lack~~● ofWe ~~Business~~intended ~~Diversification~~to use the following criteria in evaluating prospective target businesses:

~~For~~● anWell ~~indefinite~~established ~~period of~~market ~~time~~presence after the completion of our Initial Business Combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with ~~multiple~~recognizable entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our Initial Business Combination with only a single entity, our lack of diversification may:brand

● ~~subject~~Platform uswith tosufficient ~~negative~~scale ~~economic,~~for ~~competitive~~expansion ~~and~~through ~~regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our Initial Business Combination, and~~acquisitions

● ~~cause~~Generates usstable tofree ~~depend~~cash onflow ~~the marketing and sale of a single product~~ or ~~limited~~has ~~number~~potential ofto ~~products~~do orso ~~services.~~near term

9● Generates returns well in excess of cost of capital

~~Limited~~● ~~Ability~~Can benefit from new technologies to ~~Evaluate~~meaningfully ~~the~~enhance ~~Target’s Management~~financial ~~Team~~performance

~~Although~~● weQuality ~~intend to closely scrutinize the~~ management ~~of a prospective target business when evaluating the desirability of effecting our Initial Business Combination~~ with ~~that~~ability ~~business, our assessment of the target business’ management may not prove~~ to becontribute ~~correct. In addition, the future management may not have the necessary skills, qualifications or abilities~~ to ~~manage~~growth a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our Initial Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our Initial Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our Initial Business Combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business.strategy

We● ~~cannot~~Would ~~assure~~benefit ~~you~~from ~~that any~~being ofpublicly ~~our~~traded ~~key~~and ~~personnel~~having ~~will~~access ~~remain in senior management or advisory positions with the combined company. The determination as~~ to ~~whether any~~growth ~~of our key personnel will remain with the combined company will be made at the time of our Initial Business Combination.~~capital

~~Following~~In ~~our~~evaluating ~~Initial~~a ~~Business Combination,~~prospective ~~we may seek to recruit additional managers to supplement the incumbent management of the~~ target business., ~~We cannot assure~~we ~~you~~expect ~~that~~to weconduct ~~will~~an ~~have~~extensive ~~the~~due ~~ability~~diligence ~~to recruit additional managers~~review, orincluding ~~that~~meetings ~~additional~~with ~~managers~~management, ~~will~~document ~~have~~reviews, ~~the~~inspection ~~requisite~~of ~~skills~~facilities, ~~knowledge~~and ora ~~experience~~review ~~necessary~~of tofinancial ~~enhance~~and ~~the~~other ~~incumbent management~~information.

~~Stockholders~~We ~~May~~are ~~Not~~not ~~Have~~prohibited ~~the~~from ~~Ability~~pursuing toan ~~Approve~~Initial Business Combination ~~Our~~with ~~Initial~~a target affiliated with our sponsor, officers or directors. In such event, we would obtain an opinion from an independent investment banking firm that such transaction is fair from a financial point of view. Certain of our directors and officers may have fiduciary duties to other entities and may be required to present business combination opportunities to such entities prior to presenting them to us.Initial Business Combination

WeOur ~~may~~Initial ~~conduct~~Business ~~redemptions without~~Combination amust ~~stockholder~~occur ~~vote~~with ~~pursuant~~one toor ~~the~~more ~~tender~~target businesses ~~offer~~that ~~rules~~together ofhave ~~the~~an ~~SEC.~~aggregate ~~However,~~fair wemarket ~~will~~value ~~seek~~of ~~stockholder~~at ~~approval~~least if80% itof isthe ~~required by~~value ~~law~~of orthe ~~applicable~~assets ~~stock~~held ~~exchange~~in ~~rule,~~the ortrust weaccount ~~may~~(net of ~~decide~~amounts todisbursed ~~seek~~for ~~stockholder~~working ~~approval~~capital ~~for~~purposes ~~business~~and orexcluding ~~other~~deferred ~~legal~~underwriting ~~reasons.~~discounts) ~~Presented in~~at the ~~table~~time ~~below~~of issigning a ~~graphic~~definitive ~~explanation~~agreement. If ofour ~~the~~board ~~types~~ of ~~Initial~~directors ~~Business~~is ~~Combinations~~unable weto ~~may~~independently ~~consider~~determine ~~and~~fair ~~whether~~market ~~stockholder~~value, ~~approval is~~we ~~currently~~will ~~required~~obtain ~~under~~an ~~Delaware~~opinion ~~law~~from ~~for~~an ~~each~~independent ~~such~~investment banking ~~transaction~~firm.

~~Type~~We ofanticipate ~~Transaction~~structuring ~~Whether~~our ~~Stockholder~~Initial ~~Approval~~Business isCombination ~~Required~~so ~~Purchase~~that the ofpost-transaction ~~assets~~company Noowns ~~Purchase~~100% of ~~stock~~the equity interests or assets of the target ~~not~~business. ~~involving~~We amay, ~~merger~~however, ~~with~~acquire less than 100% if the post-transaction company Noowns ~~Merger~~or acquires 50% or more of ~~target~~the ~~into~~outstanding voting securities or otherwise acquires a ~~subsidiary~~controlling interest ofsufficient ~~the~~not ~~company~~to Nobe ~~Merger~~required ofto ~~the~~register as an investment company ~~with~~under athe ~~target~~Investment ~~Yes~~Company Act.

~~Under~~The ~~Nasdaq’s~~net ~~listing~~proceeds from the trust account may be used as consideration ~~rules~~to pay the sellers of the target business. If not all funds are used for consideration or redemptions, ~~stockholder~~the ~~approval~~balance ~~would~~may be ~~required~~used for general corporate purposes. We may be required to obtain additional financing in connection with our Initial Business Combination. ifNone of our sponsor, ~~for~~officers, ~~example:~~directors or stockholders is required to provide any financing to us.

~~● we issue shares of common stock that will be equal to or in excess of 20% of the number of shares of our common stock then outstanding;~~9

●Status ~~any of our directors, officers or substantial stockholders (~~as ~~defined by Nasdaq rules) has~~ a 5%Public orReporting greater interest (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding shares of common stock or voting power of 5% or more; orCompany

●Although ~~the~~our ~~issuance~~securities orhave ~~potential~~been ~~issuance~~delisted offrom ~~common~~Nasdaq, ~~stock~~we ~~will~~continue to ~~result~~be insubject ~~our~~to ~~undergoing~~the areporting ~~change~~requirements of ~~control~~the Exchange Act pursuant to Section 12(g).

10We are an “emerging growth company” as defined in the JOBS Act and are eligible to take advantage of certain exemptions from various reporting requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. We intend to take advantage of the benefits of the extended transition period for complying with new or revised accounting standards.

~~Permitted~~We ~~Purchases~~will remain an emerging growth company until the earlier of ~~Our~~(1) the ~~Securities~~last day of the fiscal year (a) following the fifth anniversary of our Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

IfAdditionally, we ~~seek~~are ~~stockholder~~a ~~approval of~~“smaller ~~our~~reporting ~~Initial~~company” ~~Business~~as ~~Combination and we do not conduct redemptions in connection with our Initial Business Combination pursuant to~~defined ~~the tender offer rules, our sponsor, initial stockholders, directors, officers, advisors or their affiliates may purchase public shares~~ in privately-negotiated transactions or in the open market either prior to or following the completion of our Initial Business Combination. There is no limit on the number of shares our initial stockholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and NASDAQ rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation ~~M under the Exchange Act. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going~~S-~~private transaction~~K ~~subject~~and ~~to the~~may ~~going-private rules~~take ~~under~~advantage ~~the Exchange Act; however, if the purchasers determine at the time~~ of ~~any~~certain ~~such~~reduced ~~purchases~~disclosure ~~that the purchases are subject to such rules~~obligations, ~~the~~including ~~purchasers~~providing ~~will~~only ~~comply~~two ~~with~~years ~~such rules. Any such purchases will be reported pursuant to Section 13 and Section 16~~ of ~~the~~audited ~~Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held~~financial ~~in the trust account will be used to purchase shares in such transactions prior to completion of our Initial Business Combination~~statements.

~~Subsequent~~Financial to our Initial Public Offering, we adopted an insider trading policy which requires insiders to: (i) refrain from purchasing our securities during certain blackout periods when they are in possession of any material non-public information and (ii) clear all trades of company securities with a compliance officer prior to execution. We cannot currently determine whether our insiders will make such purchases pursuant to a Rule 10b5-1 plan, as it will be dependent upon several factors, including but not limited to, the timing and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine that such a plan is not necessary.Position

~~The~~As ~~purpose~~ of ~~any~~the ~~such~~date ~~purchases~~ of ~~shares~~this ~~could~~report, bewe tohad ~~vote~~approximately ~~such~~$406,761 ~~shares~~held in ~~favor of~~ the ~~Initial~~trust ~~Business~~account. ~~Combination~~The ~~and~~funds ~~thereby~~held ~~increase~~in the ~~likelihood~~trust ofaccount ~~obtaining~~are ~~stockholder approval~~primarily ofavailable ~~the Initial Business Combination or~~ to satisfy aredemption ~~closing~~requests ~~condition~~by inour anpublic ~~agreement with a target that requires us to have~~stockholders ain ~~minimum~~connection ~~net~~with ~~worth or a certain amount of cash at~~ the ~~closing~~proposed ofbusiness ~~our Initial Business Combination, where it appears that such requirement would otherwise not be met~~combination. ~~Any~~To ~~such~~the ~~purchases~~extent ofany ~~our~~funds ~~securities~~remain ~~may result~~ in the ~~completion~~trust ofaccount ~~our~~following ~~Initial Business Combination that may not otherwise have been possible. In addition~~redemptions, if such ~~purchases are made, the public “float” of our shares of common~~ ~~stock~~amounts may be ~~reduced~~released ~~and~~to the ~~number~~combined ofcompany ~~beneficial~~and ~~holders~~used offor ~~our~~general ~~securities~~corporate ~~may~~purposes. beGiven ~~reduced,~~the ~~which~~significant ~~may~~redemptions ~~make it difficult~~ to ~~maintain~~date, orthe ~~obtain~~trust ~~the~~account ~~quotation,~~is ~~listing~~not orexpected ~~trading~~to ofprovide ~~our~~meaningful ~~securities~~liquidity onto athe ~~national~~combined ~~securities exchange~~company.

~~Our~~We ~~sponsor, officers, directors and/or any of their affiliates anticipate that they~~ may ~~identify~~complete ~~the stockholders with whom~~ our sponsor, officers, directors or their affiliates may pursue privately-negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests tendered by stockholders following our mailing of proxy materials in connection with our Initial Business Combination. Tousing ~~the extent that our sponsor, officers, directors, advisors or their affiliates enter into~~ a ~~private purchase, they would identify and contact~~combination ~~only potential selling stockholders who have expressed their election to redeem their shares for a pro rata share~~ of ~~the~~ ~~trust account or vote against our Initial Business Combination~~cash, ~~whether~~debt orand ~~not~~equity such stockholder has already submitted a proxy with respect to our Initial Business Combination. Such persons would select the stockholders from whom to acquire shares based on the number of shares availablesecurities, ~~the~~which ~~negotiated~~provides ~~price~~flexibility ~~per share and such other factors as any such person may deem relevant at the time of purchase. The price per share paid~~ in ~~any~~structuring ~~such transaction may be different than~~ the ~~amount~~consideration ~~per~~payable ~~share a public stockholder would receive if it elected to redeem its shares~~ in connection with ~~our Initial Business Combination. Our sponsor, officers, directors, advisors or their affiliates will only purchase shares if such purchases comply with Regulation M under~~ the ~~Exchange Act and the other federal securities laws~~transaction.

~~Any~~On ~~purchases~~November by26, ~~our~~2025, ~~sponsor~~December 15, ~~officers,~~ ~~directors~~2025 and~~/or~~ ~~their~~December ~~affiliates~~16, ~~who~~2025, ~~are~~Pubco, Aiways ~~affiliated~~Europe ~~purchasers~~and ~~under~~we ~~Rule 10b-18 under~~entered ~~the~~into ~~Exchange~~subscription ~~Act~~agreements ~~will be made only to~~ (the ~~extent~~“PIPE ~~such~~Subscription ~~purchases~~Agreements”) ~~are able to be made in compliance~~ with ~~Rule 10b-18,~~three ~~which~~accredited ~~is a safe harbor from liability for manipulation~~investors ~~under Section 9~~(~~a)(2) and Rule 10b-5 of~~ the ~~Exchange~~“PIPE ~~Act.~~Investors”), ~~Rule 10b-18 has~~pursuant ~~certain~~to ~~technical~~which ~~requirements~~the ~~that must~~PIPE beInvestors ~~complied~~agreed ~~with~~to insubscribe ~~order~~ for ~~the~~an ~~safe~~aggregate ~~harbor~~of ~~to be available to the purchaser. Our sponsor~~1, ~~officers~~000,000 ~~directors~~Pubco ~~and/or their affiliates~~ordinary ~~will~~shares ~~not~~at ~~make~~a ~~purchases~~purchase price of ~~common~~$5.00 ~~stock~~per ifshare, ~~the~~for ~~purchases~~total ~~would~~gross ~~violate~~proceeds ~~Section 9(a)(2) or Rule 10b-5~~ of ~~the Exchange Act~~$5. ~~Any~~0 ~~such~~million ~~purchases~~(the ~~will~~“PIPE beInvestment” ~~reported pursuant to Section 13~~ and ~~Section 16 of the Exchange Act to the extent~~ such ~~purchases are~~shares, ~~subject~~the to“PIPE ~~such reporting requirements~~Shares”).

11The PIPE Investment is expected to close substantially concurrently with the closing of the Business Combination, subject to the satisfaction of customary closing conditions, including, among others: (i) the absence of any suspension or threatened suspension of the qualification of the PIPE Shares for offering or trading in any jurisdiction; (ii) the satisfaction or waiver of the closing conditions set forth in the Business Combination Agreement (other than those conditions that are to be satisfied at the closing); and (iii) the accuracy of representations and warranties and the performance of covenants by the parties, in each case subject to customary standards.

~~Redemption~~The ~~Rights~~issuance ~~for~~of ~~Public~~the ~~Stockholders~~PIPE ~~upon~~Shares will have a dilutive effect on our ~~Completion~~non-redeeming public stockholders. Pursuant to the PIPE Subscription Agreements, Pubco has agreed to file, at its sole cost and expense, within 30 calendar days following the closing of ~~our~~the ~~Initial~~PIPE ~~Business~~Investment ~~Combination~~(subject to customary extensions), a registration statement with the SEC to register the resale of the PIPE Shares, and to use commercially reasonable efforts to have such registration statement declared effective as soon as practicable thereafter.

WeThe ~~will~~PIPE ~~provide~~Shares ~~our~~will ~~public stockholders~~be ~~with~~subject ~~the opportunity~~ to ~~redeem all or~~ a ~~portion~~six-month ~~of their shares of common stock upon the completion of our Initial Business Combination at a per~~lock-~~share price,~~up ~~payable~~period ~~in cash, equal to the aggregate amount then on deposit in the trust account as of two business~~following ~~days prior to~~ the ~~consummation of the Initial Business Combination including interest earned on the funds held in the trust account and not previously released to us to pay our taxes~~closing, ~~divided by the number of then outstanding public shares,~~ subject to ~~the~~customary ~~limitations described herein~~exceptions. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with the completion of our Initial Business Combination.

~~Manner of Conducting Redemptions~~Competition

WeFollowing ~~will provide our public stockholders with~~ the ~~opportunity~~execution ~~to redeem all or a portion~~ of ~~their public shares upon~~ the ~~completion of our Initial~~ Business Combination ~~either~~ ~~(i) in~~Agreement ~~connection~~ with Aiways aEurope, ~~stockholder~~we ~~meeting~~are ~~called~~no tolonger ~~approve~~actively ~~the~~seeking ~~Initial~~alternative ~~Business~~business ~~Combination~~combination ~~or (ii) without a stockholder vote by means of a tender offer~~opportunities. ~~The~~Accordingly, ~~decision as to whether~~ we ~~will~~do ~~seek~~not ~~stockholder~~currently ~~approval of a proposed Initial Business Combination~~face ormaterial ~~conduct~~competition ~~a tender offer will be made by us, solely~~ in ~~our~~identifying ~~discretion,~~or ~~and~~selecting ~~will be based on~~ a ~~variety~~target ~~of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval under applicable law or stock exchange listing requirements~~business.

Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s stockholder approval rules.10

The requirement that we provide our public stockholders with the opportunity to redeem their public shares by one of the two methods listed above will be contained in provisions of our amended and restated certificate of incorporation and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of 65% of our common stock entitled to vote in-person or by proxy at a general meeting.Employees

IfWe wecurrently ~~provide~~have ~~our~~two ~~public~~officers. These individuals are not obligated ~~stockholders~~to ~~with~~devote ~~the~~any ~~opportunity~~specific number of hours to ~~redeem~~our ~~their~~matters ~~public~~but ~~shares~~intend into ~~connection~~devote ~~with~~as amuch ~~stockholder~~time ~~meeting,~~as they deem necessary to our affairs until we have ~~will:~~completed our Initial Business Combination.

●ITEM ~~conduct~~1A. ~~the~~RISK ~~redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and~~FACTORS

●An ~~file~~investment ~~proxy~~in ~~materials~~our securities involves a high degree of risk. You should carefully consider the following risk factors, together with the ~~SEC~~other information contained in this annual report and in the Form F-4 relating to the proposed business combination, before making an investment decision.

IfWe wemay ~~seek~~be ~~stockholder~~required ~~approval,~~to weliquidate ~~will complete our Initial Business Combination only~~ if awe ~~majority~~do ofnot ~~the~~complete ~~outstanding~~an ~~shares of common stock voted are voted in favor of the~~ Initial Business Combination. ~~A quorum for such meeting will consist of the holders present in person or~~ by ~~proxy~~July of18, ~~shares of outstanding capital stock of the Company representing a majority of the voting power of all outstanding shares of capital stock of the Company entitled to vote at such meeting~~2026. Our ~~initial~~ stockholders ~~will~~have ~~count~~approved ~~towards~~extensions ~~this~~that ~~quorum and, pursuant to the letter agreement,~~permit ~~our~~us ~~sponsor, officers and directors have agreed~~ to ~~vote~~extend ~~their~~the ~~founder~~deadline ~~shares~~for ~~and~~completing ~~any~~an ~~public shares purchased during or after this offering (including in open market and privately-negotiated transactions) in favor of our~~ Initial Business Combination. ~~For~~through ~~purposes~~July ~~of seeking approval of the majority of our outstanding shares of common stock voted~~18, ~~non-votes will~~2026. ~~have~~If nowe ~~effect~~are onunable ~~the~~to ~~approval~~complete ofan ~~our~~ Initial Business Combination ~~once~~by athe ~~quorum~~end ~~is obtained. We intend to give not less than 10 days’ nor more than 60 days’ prior written notice~~ of ~~any~~the ~~such~~combination ~~meeting~~period, ifwe ~~required,~~will atbe ~~which~~required ato ~~vote~~wind ~~shall~~up, beredeem ~~taken~~the tooutstanding ~~approve~~public ~~our~~shares ~~Initial~~and ~~Business Combination~~dissolve. ~~These~~ ~~quorum~~In ~~and~~that ~~voting thresholds~~event, ~~and~~ the ~~voting~~rights ~~agreements~~will ofexpire ~~our initial stockholders~~worthless, ~~may~~our ~~make~~founder itshares ~~more~~will ~~likely~~become ~~that~~worthless weand ~~will consummate~~ our ~~Initial~~ ~~Business Combination. Each~~ public ~~stockholder~~stockholders may ~~elect~~receive ~~to redeem its public shares irrespective of whether they vote for or against~~less ~~the~~than ~~proposed transaction or whether~~ they ~~were~~expected afrom ~~stockholder on~~ the ~~record~~trust ~~date for the stockholder meeting held to approve the proposed transaction~~account.

12Risks Related to the Proposed Business Combination

IfThe aproposed ~~stockholder~~Business ~~vote~~Combination ~~is not~~may ~~required and we do~~ not ~~decide~~be tocompleted ~~hold~~on athe terms ~~stockholder~~currently ~~vote~~contemplated, ~~for business~~ or ~~other~~at ~~legal reasons, we will:~~all.

●Completion ~~conduct~~of the ~~redemptions~~proposed ~~pursuant~~Business Combination with Aiways Europe is subject to ~~Rule~~numerous ~~13e-4~~conditions, ~~and~~including ~~Regulation~~stockholder ~~14E~~approval, the effectiveness of the ~~Exchange~~registration ~~Act~~statement on Form F-4, ~~which~~the ~~regulate~~receipt of ~~issuer~~required ~~tender~~regulatory ~~offers~~approvals, the satisfaction or waiver of customary closing conditions and Pubco’s ability to obtain Nasdaq listing approval. There can be no assurance that these conditions will be satisfied or that the Business Combination will be completed within the required timeframe, or at all.

●The ~~file~~absence ~~tender~~of ~~offer~~a ~~documents~~minimum ~~with~~cash ~~the~~condition ~~SEC~~may ~~prior~~result toin ~~completing our Initial Business Combination, which contain substantially~~ the ~~same~~combined company ~~financial~~having ~~and~~limited ~~other~~liquidity ~~information~~following ~~about~~ the ~~Initial~~ Business Combination ~~and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies~~.

InThe ~~the~~Business ~~event~~Combination weAgreement ~~conduct~~does ~~redemptions pursuant~~not toinclude ~~the~~a ~~tender~~minimum ~~offer~~cash condition. ~~rules~~As a result, ~~our~~the ~~offer~~transaction tomay ~~redeem~~be ~~will~~completed ~~remain~~even ~~open~~if ~~for~~a atsubstantial ~~least~~majority 20of ~~business~~public ~~days,~~stockholders inelect ~~accordance~~to ~~with~~redeem ~~Rule 14e-1(a)~~their shares. ~~under~~If ~~the~~significant ~~Exchange~~redemptions ~~Act,~~occur and weadditional ~~will~~financing is not beobtained, ~~permitted~~the tocombined ~~complete~~company ~~our~~may ~~Initial~~have ~~Business~~limited ~~Combination~~cash ~~until~~resources, ~~the~~which could ~~expiration~~adversely ofaffect ~~the~~its ~~tender~~ability ~~offer period~~to execute its business plan, meet its obligations and sustain operations.

~~Upon~~We ~~the~~have ~~public~~experienced ~~announcement of~~substantial ~~our Initial Business Combination, if we elect to conduct~~ redemptions ~~pursuant to the tender offer rules~~, wewhich ~~or our sponsor will terminate~~significantly ~~any~~reduce ~~plan~~available ~~established~~cash inand ~~accordance~~increase ~~with~~financing ~~Rule 10b5-1 to purchase shares of our common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act~~risk.

We ~~intend~~have toexperienced ~~require~~significant ~~our public~~redemptions ~~stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares~~ in ~~“street name,”~~connection ~~to,~~with at the holder’s option, either deliver their stock certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior ~~to the~~ ~~date~~extension ~~set forth in the proxy materials or tender offer documents~~votes, and as ~~applicable. In the case~~ of ~~proxy~~December ~~materials~~31, ~~this~~2025, ~~date~~only ~~may be up to two business days prior to the vote on the proposal to approve the Initial Business Combination. In addition~~36,771 ifpublic weshares ~~conduct~~remained ~~redemptions in connection with a stockholder vote~~outstanding, werepresenting ~~intend to require~~ a ~~public~~reduction ~~stockholder~~of ~~seeking~~over ~~redemption~~99% of the ~~its~~ public shares tooriginally ~~also~~issued ~~submit a written request for redemption to our transfer agent two business days prior to the vote~~ in ~~which~~ the ~~name~~Initial ofPublic ~~the beneficial owner of such shares is included~~Offering. ~~The~~As ~~proxy~~a ~~materials or tender offer documents~~result, asthe ~~applicable,~~funds ~~that~~remaining ~~we will furnish to holders of our public shares~~ in ~~connection~~the ~~with~~trust ~~our~~account ~~Initial Business Combination will indicate whether we~~ are ~~requiring public stockholders to satisfy such delivery requirements~~minimal. Further ~~We believe that this will allow our transfer agent to efficiently process any~~ redemptions ~~without~~would ~~the~~reduce ~~need~~available ~~for~~cash even further ~~communication or action from the redeeming public stockholders, which could delay redemptions~~ and ~~result~~may inimpair ~~additional~~our ~~administrative~~ability ~~cost.~~to Ifcomplete the ~~proposed Initial~~ Business Combination ~~is not approved and we continue to search for a target company~~, ~~we will promptly return any certificates~~increase orreliance ~~shares~~on ~~delivered~~external byfinancing ~~public~~and ~~stockholders~~adversely ~~who~~affect ~~elected~~the tocombined ~~redeem~~company’s ~~their~~post-closing ~~shares~~liquidity.

~~Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval~~11

~~Notwithstanding~~We ~~the~~may ~~foregoing, if we seek stockholder approval of our Initial Business Combination and we do~~ not conduct redemptions in connection with our Initial Business Combination pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be ~~restricted~~able ~~from seeking redemption rights with respect~~ to ~~more~~obtain ~~than~~sufficient ~~an aggregate~~financing ~~of 15% of the shares sold in the Initial Public Offering, which we refer~~ to ~~as the “Excess Shares.” Such restriction~~complete shall also be applicable to our affiliates. We believe this restriction will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Initial Business Combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares sold in this offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem no more than 15% of the shares sold in this offering without our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our Initial Business Combination, ~~particularly in connection with an Initial Business Combination with a target that requires as a closing condition that we have a minimum net worth~~ or asupport ~~certain amount~~the ofcombined ~~cash~~company. ~~However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our Initial Business Combination.~~

13The Business Combination contemplates additional transaction financing, including PIPE investments and other capital raising efforts. There can be no assurance that such financing will be obtained on acceptable terms, or at all. If financing is not obtained, we may be unable to complete the Business Combination or the combined company may lack sufficient capital to operate effectively following closing.

~~Delivering~~The ~~Stock~~PIPE ~~Certificates~~investment inis ~~Connection~~priced at a significant discount, which ~~with~~may ~~the~~result ~~Exercise~~in dilution and misalignment of ~~Redemption~~investor ~~Rights~~interests.

AsThe ~~described~~PIPE ~~above,~~investors wehave ~~intend to~~agreed ~~require our public stockholders seeking~~ to ~~exercise~~purchase ~~their redemption rights, whether they are record holders or hold their~~ shares ~~in “street name,” to,~~ at ~~the~~$5.00 ~~holder’s~~per ~~option~~share, ~~either deliver their stock certificates to our transfer agent or deliver~~ ~~their~~which ~~shares~~is tosubstantially ~~our~~below ~~transfer agent electronically using~~ the ~~Company’s~~$10.00 ~~DWAC~~per ~~system,~~share ~~prior~~valuation toused ~~the date set forth~~ in the ~~proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the vote on the proposal to approve the Initial~~ Business Combination. InThis ~~addition,~~pricing ifdisparity wemay ~~conduct~~result ~~redemptions~~ in ~~connection with a stockholder vote,~~immediate wedilution ~~intend~~ to ~~require a~~ public stockholder seeking redemption of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our Initial Business Combination will indicate whether we are requiring public stockholders toand ~~satisfy~~may ~~such~~negatively ~~delivery~~affect ~~requirements.~~market ~~Accordingly,~~perception a public stockholder would have up to two business days prior to the vote on the Initial Business Combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the ~~tender~~combined ~~offer~~company’s ~~period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights~~valuation. In the event that a stockholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery of their public shares.

~~There~~Public isstockholders ~~a nominal cost associated with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent~~ will ~~typically~~own ~~charge~~only ~~the broker submitting or tendering shares~~ a ~~fee~~small minority of ~~approximately $80.00 and it would be up to~~ the ~~broker whether~~combined orcompany ~~not~~following ~~to pass this cost on to~~ the ~~redeeming~~Business ~~holder~~Combination. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

~~Any~~Upon ~~request~~completion toof ~~redeem~~the ~~such shares,~~Business ~~once made~~Combination, ~~may~~former beshareholders ~~withdrawn~~of Aiways atEurope ~~any~~are ~~time~~expected up to ~~the~~own ~~date set forth in the proxy materials or tender offer documents, as applicable. Furthermore, if~~ a ~~holder~~substantial ofmajority ~~a public share delivered its certificate in connection with an election~~ of ~~redemption rights and subsequently decides prior to~~ the ~~applicable~~combined ~~date not to elect to exercise such rights~~company, ~~such~~while ~~holder~~our ~~may~~public ~~simply~~stockholders ~~request~~will ~~that~~own ~~the~~only ~~transfer~~a ~~agent return~~small ~~the~~minority ~~certificate (physically or electronically)~~interest. ItThis issignificant ~~anticipated~~dilution ~~that~~will reduce the ~~funds~~voting topower beand ~~distributed~~economic tointerest ~~holders~~ of ~~our~~ public ~~shares~~stockholders ~~electing to~~and ~~redeem~~limit their ability ~~shares~~to ~~will~~influence bethe ~~distributed~~management ~~promptly~~and ~~after~~operations ~~the completion~~ of ~~our~~the ~~Initial~~combined ~~Business Combination~~company.

IfFollowing ~~our~~the ~~Initial~~ Business Combination ~~is not approved or completed for any reason~~, ~~then~~control ~~our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share~~ of the ~~trust~~combined ~~account. In such case, we~~ company will ~~promptly return~~shift ~~any certificates delivered by public holders who elected~~ to ~~redeem~~Aiways ~~their~~Europe’s ~~shares~~shareholders.

IfAfter ~~our~~the ~~proposed~~Business ~~Initial~~Combination, ~~Business~~former shareholders of Aiways Europe ~~Combination~~will ishold ~~not~~a ~~completed,~~controlling weinterest ~~may~~in ~~continue~~Pubco toand ~~try~~will be able to ~~complete~~exert ansignificant ~~Initial~~influence ~~Business~~over ~~Combination~~corporate ~~with~~decisions, including the election of directors and approval of major transactions. As a ~~different~~result, ~~target~~public ~~until~~stockholders ~~our~~will ~~mandatory~~have limited ability to influence the management ~~date~~and policies of ~~liquidation~~the combined company.

~~Redemption~~If ofPubco ~~Public~~is ~~Shares~~unable ~~and~~to ~~Liquidation if~~obtain noNasdaq ~~Initial~~listing ~~Business~~approval, the Business Combination may not be completed.

IfThe ~~we are unable to complete our Initial~~ Business Combination ~~before~~is ~~our~~conditioned ~~mandatory~~upon ~~date~~Pubco ofobtaining ~~liquidation, we will: (i) cease all operations except for the purpose~~approval ofto ~~winding~~list ~~up,~~its ~~(ii) as~~ordinary ~~promptly as reasonably possible but not more than 10 business days thereafter, redeem the public~~ shares~~, at~~ ~~a per-share price, payable in cash, equal to the aggregate amount then~~ on ~~deposit~~Nasdaq. inThere ~~the~~can ~~trust~~be ~~account~~no ~~including~~assurance ~~interest~~that ~~earned on~~Pubco the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will ~~completely~~satisfy ~~extinguish public stockholders~~Nasdaq’ ~~rights~~s asinitial ~~stockholders~~listing ~~(including~~requirements. If ~~the~~listing ~~right~~approval tois ~~receive~~not ~~further liquidating distributions~~obtained, ~~if any), and (iii) as promptly as reasonably possible following such redemption, subject to~~ the ~~approval~~Business ofCombination ~~our~~may ~~remaining~~not ~~stockholders~~be ~~and our board of directors~~consummated, ~~liquidate~~ and ~~dissolve, subject~~we inmay ~~each~~be ~~case~~required to ~~our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law~~liquidate.

14The Business Combination may not be favorable to public stockholders.

~~Our~~Although sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with respect to any founder shares held by them if we fail to complete our ~~Initial~~board ~~Business Combination before our mandatory date~~ of ~~liquidation. However, if our sponsor, officers or~~ directors ~~acquire~~has ~~public~~determined ~~shares~~that ~~in or after this offering, they will be entitled to liquidating distributions from~~ the ~~trust account with respect to such public shares if we fail to complete our Initial~~ Business Combination ~~within~~is ~~the~~fair ~~allotted time period. In the event that our sponsor or its affiliates or designees, elect to extend the time to complete a business combination~~ and ~~deposit~~in the ~~applicable~~best ~~amount~~interests of ~~money into trust~~stockholders, ~~the~~this ~~sponsor~~determination ~~would~~is ~~receive~~based aon ~~non-interest bearing,~~various ~~unsecured promissory~~assumptions ~~note~~and ~~equal to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there are funds available outside the trust account to do so~~analyses. ~~Such~~The ~~notes~~combined ~~would either be paid upon consummation of our Initial Business Combination, or, at the sponsor~~company’s ~~discretion, converted upon consummation of our business combination into additional private~~ ~~units~~actual atperformance amay ~~price~~differ ofmaterially ~~$10.00 per unit. In the event that we receive notice~~ from ~~our sponsor five days prior to the applicable deadline of its intent to effect an extension~~expectations, we will issue a press release announcing such intention at least three days prior to the 9-month deadline. In addition, we intend to issue a press release the day after the deadline announcing whether or not the funds had been timely deposited. The sponsor and ~~its~~public ~~affiliates~~stockholders or designees are not obligated to fund the trust account to extend the time for us to complete our Initial Business Combination. To the extent that some, but not all, of the sponsor, decides to extend the period of time to consummate our Initial Business Combination, the sponsor (or its affiliates or designees) may ~~deposit~~experience ~~the~~losses entire amount required. If we are unable to consummate our Initial Business Combination within such time period, we will, as promptly as possible but not more than ten business days thereafter, redeem 100% of our outstanding public shares for a pro rata portion of the funds held in the trust account, including a pro rata portion of any interest earned on ~~the~~their ~~funds held in the trust account and not previously released to us to pay our taxes, and then seek to dissolve and liquidate~~investment. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public stockholders. In the event of our dissolution and liquidation, the private units will expire and will be worthless.

Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares in connection with an Initial Business Combination or to redeem 100% of our public shares if we do not complete our Initial Business Combination within the allotted time or (B) with respect to any other material provisions relating to stockholders’ rights or pre-Initial Business Combination activity, unless we provide our public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares.12

WeRisks ~~expect~~Related ~~that all costs and expenses associated with implementing our plan of dissolution, as well as payments~~ to ~~any~~Our ~~creditors,~~Sponsor will be funded from amounts remaining out of the proceeds held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest being earned on the proceeds held in the trust account to pay any tax obligations we may owe. However, if those funds are not sufficient to cover the costs and ~~expenses~~Corporate associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not required to pay taxes on interest income earned on the trust account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.Structure

IfOur weSponsor ~~were~~controls toa ~~expend~~substantial ~~all~~majority of ~~the~~our ~~net~~voting ~~proceeds~~power ~~of this offering other than the proceeds deposited in the trust account,~~ and ~~without~~may ~~taking~~approve ~~into account interest, if any, earned on~~ the ~~trust~~Business ~~account,~~Combination ~~the~~regardless ~~per-share redemption amount received by stockholders upon our dissolution would be approximately $10.15. The proceeds deposited in the trust account could, however, become subject to the claims~~ of ~~our creditors which would have higher priority than~~ the ~~claims~~votes of our public stockholders. We cannot assure you that the actual per-share redemption amount received by stockholders will not be substantially less than $10.15. Under Section 281(b) of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

15As of the date of this report, our Sponsor and its affiliates beneficially own approximately 98.27% of our outstanding voting power. As a result, the approval of the proposed Business Combination is effectively controlled by our Sponsor, and the votes of our public stockholders will have little or no impact on the outcome.

~~Although~~Our ~~we will seek to have all vendors~~Sponsor, ~~service~~officers ~~providers, prospective target businesses~~ and ~~other~~directors ~~entities~~have ~~with~~financial ~~which we do business execute agreements with~~interests usthat ~~waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, such parties~~ may ~~not~~differ ~~execute such agreements or even if they execute such agreements, they may not be prevented~~ from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third-party refuses to enter into an agreement waiving such claims to the monies held in the trust account, our management will consider whether competitive alternatives are reasonably available to the Company, and will only enter into an agreement with such third party if our management believes that such third party’s engagement would be in the best interests of the Company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of ~~other~~public ~~consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver~~stockholders.

InOur ~~addition,~~Sponsor ~~there~~acquired isfounder no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares~~, if~~ we are unable to complete our Initial Business Combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our Initial Business Combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.15 per share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement, the form of which is filed as Exhibit 10.1 to the registration statement of our prospectus forms a part, our sponsor has agreed that it will be liable to us if and toprivate ~~the~~placement ~~extent any claims by a third party for services rendered or products sold~~securities toat ~~us,~~prices orsignificantly a prospective target business with which we have entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below ~~the~~those ~~lesser~~paid ofby ~~(i) $10.15 per~~ public ~~share and~~investors (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.15 per share due to reductions in the value of the trust assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has ~~sufficient~~provided ~~funds~~loans ~~to satisfy their indemnity obligations, and believe~~ that ~~our~~may ~~sponsor’s~~convert ~~only~~into ~~assets are securities of our company~~equity. ~~Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.~~ As a result, ~~if any such claims were successfully made against~~ the ~~trust~~Sponsor ~~account,~~may ~~the~~realize ~~funds~~a ~~available~~positive ~~for~~return ~~our~~even ~~Initial~~if ~~Business Combination and redemptions could be reduced to less than $10.15 per~~ public ~~share. In~~stockholders ~~such~~experience ~~event~~a loss, wewhich may ~~not~~create beincentives ~~able~~ to complete ~~our~~the ~~Initial~~ Business Combination~~, and you would receive such lesser amount per share in~~ ~~connection~~rather ~~with~~than ~~any redemption of your public shares~~liquidate. ~~None of our officers or directors will indemnify us for claims by third parties, including, without limitation, claims by vendors and prospective target businesses.~~

InPublic ~~the~~stockholders ~~event~~have ~~that~~limited ~~the~~ability ~~proceeds in~~to ~~the~~influence ~~trust account are reduced below (i) $10.15 per public share or (ii) such lesser amount per public share held in~~ the ~~trust~~outcome ~~account as~~ of the ~~date~~Business ofCombination ~~the~~and ~~liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which~~ may beprimarily ~~withdrawn~~rely to pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on ~~our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising~~ their business judgment may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our sponsor to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations, and believe that our sponsor’s only assets are securities of our company. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption ~~price will not be less than $10~~rights.~~15 per public share.~~

16Given the Sponsor’s voting control, public stockholders may have limited ability to influence the approval of the Business Combination. Accordingly, their primary means of protecting their investment is through the exercise of redemption rights.

WeRisks ~~will~~Related ~~seek~~ to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our ~~sponsor~~Financial ~~will~~Condition ~~also not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate~~ and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate, we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount.Operations

~~Under~~Our ~~the~~independent ~~Delaware~~registered ~~General Corporation~~public ~~Law~~accounting ~~(“DGCL”),~~firm ~~stockholders~~has ~~may be held liable for claims by third parties against a corporation to the extent~~expressed ofsubstantial ~~distributions~~doubt ~~received~~about ~~by them in a dissolution. The pro rata portion of~~ our ~~trust~~ability ~~account distributed~~ to ~~our~~continue ~~public stockholders~~as ~~upon the redemption of our public shares in the event we do not complete our Initial Business Combination within the allotted time may be considered~~ a ~~liquidating~~going ~~distribution under Delaware law~~concern. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

~~Furthermore,~~We ifhave ~~the pro rata portion~~no ofoperating ~~our~~revenues ~~trust~~and ~~account~~depend ~~distributed~~on ~~to our public stockholders upon~~ the ~~redemption~~trust ofaccount ~~our public shares in the event we do not complete our Initial Business Combination within the allotted time is not considered a liquidating distribution under Delaware law~~ and ~~such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a~~ related-party ~~may~~ ~~bring~~financing ~~or due~~ to ~~other~~fund ~~circumstances~~our that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidating distributionoperations. If we ~~are~~do ~~unable~~not to complete ~~our~~a ~~Initial~~ Business Combination, ~~within the allotted time~~ we will: ~~(i) cease all~~be ~~operations~~required ~~except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal~~ to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, liquidate. ~~and~~These ~~dissolve,~~conditions ~~subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements~~raise ofsubstantial ~~other~~doubt ~~applicable~~about ~~law. Accordingly, it is~~ our ~~intention~~ability to ~~redeem~~continue ~~our public shares~~ as ~~soon~~a asgoing ~~reasonably possible, therefore, we do not intend to comply with those procedures~~concern. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

~~Because~~We wedepend ~~will not be complying with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based~~ on ~~facts~~related-party ~~known~~financing ~~to us at such time that will provide for our payment of all existing~~ and ~~pending claims or claims that~~ may berequire ~~potentially brought against us within the subsequent~~additional ~~10 years~~capital. However, because we are a blank check company, rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. We will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.00 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest released to us to pay taxes and will not be liable as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

17We depend on related-party financing and may need additional capital to complete a Business Combination. As of December 31, 2025, the principal amount outstanding under related-party promissory notes was $1,115,977. There is no assurance that the Sponsor or any other financing source will continue to provide funds on acceptable terms, or at all, which could adversely affect our ability to operate and complete a Business Combination.

IfOur wesecurities ~~file~~have abeen ~~bankruptcy~~delisted ~~petition or~~from ~~an involuntary bankruptcy petition is filed against us that is not dismissed~~Nasdaq, ~~the proceeds held in the trust account could be subject to applicable bankruptcy law,~~ and ~~may~~there be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.15 per share to our public stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is ~~filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor~~currently ~~and/or~~no ~~bankruptcy~~active laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public ~~stockholders~~market ~~from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us~~ for ~~these~~our ~~reasons~~securities.

~~Our~~Trading public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion of our Initial Business Combination, (ii) the redemption of any public shares properly submitted in ~~connection with a stockholder vote to amend any provisions of~~ our ~~amended~~securities ~~and~~was ~~restated~~suspended ~~certificate of incorporation to (A) modify the substance or timing of our obligation to provide for the redemption of our public shares~~ in ~~connection~~January ~~with~~2025 an Initial Business Combination or to redeem 100% of our public shares if we do not complete our Initial Business Combination within the allotted time or (B) with respect to any other material provisions relating to stockholders’ rights or pre-Initial Business Combination activity, and ~~(iii) the redemption of all of our public shares~~subsequently ~~if we are unable to complete our business combination within the allotted time, subject to applicable law~~delisted. InAs ~~no other circumstances will~~ a ~~stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our Initial Business Combination~~result, astockholders ~~stockholder’s~~currently ~~voting~~have invery ~~connection~~limited ~~with~~liquidity ~~the~~and ~~Initial~~may ~~Business Combination alone will~~ not ~~result~~ inbe aable ~~stockholder’s redeeming its shares~~ to ussell ~~for~~their ansecurities ~~applicable pro~~at ~~rata share~~desired ~~of the trust account. Such~~prices, ~~stockholder~~or ~~must~~at ~~have also exercised its redemption rights as described above. These provisions of our amended and restated certificate of incorporation, like~~ all ~~provisions of our amended and restated certificate of incorporation, may be amended with a stockholder vote~~.

~~Competition~~13

InIf ~~identifying, evaluating and selecting a target business for our Initial Business Combination,~~ we ~~may~~are ~~encounter~~unable ~~competition from other entities having a business objective similar~~ to ~~ours,~~consummate ~~including~~the ~~other~~proposed ~~blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic~~ business ~~combinations. Many of these entities are well established and have extensive experience~~combination ~~identifying~~with ~~and~~Aiways ~~effecting business combinations directly or through affiliates. Moreover~~Europe, ~~many of these competitors possess greater financial, technical, human and other resources than~~ we ~~do.~~are ~~Our~~likely ~~ability~~ to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the Initial Business Combination of a target business. Furthermoreliquidate, ~~our~~ ~~obligation~~and ~~to pay cash in connection with~~ our ~~public~~ stockholders ~~who exercise their redemption rights~~ may ~~reduce~~receive ~~the~~only ~~resources~~a ~~available to~~limited usamount, ~~for~~if ~~our~~any, ~~Initial~~from ~~Business Combination~~ the ~~future~~trust ~~dilution they potentially represent, may not be viewed favorably by certain target businesses~~account. ~~Either of these factors may place us at a competitive disadvantage in successfully negotiating an Initial Business Combination.~~

18We have focused our efforts on the proposed transaction with Aiways Europe and are not actively pursuing alternative business combination opportunities. Given our limited remaining time to complete an Initial Business Combination, if the proposed transaction is not completed, we are unlikely to be able to identify and complete another business combination.

~~Employees~~In such event, we would be required to wind up our operations, redeem our public shares and liquidate. As a result of significant prior redemptions, the funds remaining in the trust account are minimal, and our public stockholders may receive only a small fraction of their original investment.

We ~~currently have two officers. These individuals~~ are ~~not~~involved ~~obligated~~in tomaterial ~~devote any specific number of hours to our matters but they intend to devote as much of their time~~litigation asthat, ~~they~~if ~~deem~~resolved ~~necessary~~unfavorably, tocould ~~our affairs until we~~ have ~~completed~~a ~~our~~material ~~Initial~~adverse ~~Business~~effect ~~Combination. The amount of time they will devote in any time period will vary based~~ on ~~whether~~our ~~a target~~ business, ~~has~~financial ~~been~~condition, ~~selected for our Initial Business Combination~~ and ~~the~~results ~~stage~~ of ~~the Initial Business Combination process we are in~~operations.

~~Periodic~~On ~~Reporting~~November 22, 2024, a lawsuit was filed against us and ~~Financial~~certain ~~Information~~officers alleging, among other things, breach of contract and retaliatory discharge, seeking approximately $143,000 in unpaid wages plus additional damages. In response, we have filed a countersuit against the plaintiff, alleging breach of employment contracts and gross negligence, and seeking damages of at least $6.5 million. Both cases are in their early stages, and the outcomes are uncertain. While we intend to vigorously pursue our counterclaims, litigation is inherently uncertain, and an adverse resolution of the plaintiff’s claims or an inability to succeed on our counterclaims could result in significant financial liabilities, divert management’s attention, and harm our reputation, any of which could have a material adverse effect on our business and ability to consummate our Initial Business Combination.

WeRisks ~~have~~Related ~~registered~~to ~~our~~Aiways ~~units, common~~Europe ~~stock~~ and ~~rights under~~ the ~~Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly~~Combined and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.Company

WeAiways ~~will~~Europe ~~provide~~has ~~stockholders with~~significant ~~audited~~capital financial statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to stockholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential targets we may conduct an Initial Business Combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and ~~complete our Initial Business Combination within the prescribed time frame.~~limited We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined aboveliquidity. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

WeAiways ~~will~~Europe beoperates ~~required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act. Only~~ in ~~the~~ ~~event we are deemed to be~~ a ~~large~~capital-intensive ~~accelerated~~industry ~~filer or an accelerated filer,~~ and ~~no longer qualify as an emerging growth company,~~requires ~~will~~substantial weongoing ~~be required to have our internal control procedures audited~~financing. AIf ~~target~~adequate ~~company~~financing ~~may~~is not beavailable, inits ~~compliance~~business, ~~with~~operations the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and ~~costs~~growth ~~necessary~~prospects tocould ~~complete~~be ~~any such business combination.~~materially Weadversely ~~have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our Initial Business Combination~~affected.

WeThe ~~will~~combined ~~remain an emerging growth~~ company ~~until~~will ~~the~~be ~~earlier~~dependent ofon ~~(1) the last day of the fiscal year (~~a~~) following~~ ~~the~~single ~~fifth~~business ~~anniversary of the completion~~operating ~~of our Initial Public Offering, (b)~~ in ~~which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means~~ the ~~market~~electric ~~value~~vehicle ~~of our shares of common stock that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1~~industry.~~0 billion in non-convertible debt during the prior three-year period.~~

~~ITEM~~Following 1Athe Business Combination, the combined company will rely entirely on Aiways Europe’s business. ~~RISK~~Any ~~FACTORS~~adverse developments in this industry or affecting Aiways Europe specifically could have a material adverse effect on the combined company.

~~As a~~Following ~~smaller~~the ~~reporting~~business ~~company~~combination, wePubco ~~are~~is ~~not~~expected ~~required~~ to ~~include~~operate as ~~risk~~a ~~factors~~foreign inprivate ~~this~~issuer ~~annual~~with ~~report.~~operations ~~However,~~outside ~~below~~the isUnited ~~a summary list of material risks~~States, ~~uncertainties~~which ~~and~~will ~~other~~subject ~~factors~~it ~~that~~to ~~could~~additional ~~have a material effect on the Company and its operations:~~risks.

●Upon Wecompletion ~~are~~of the business combination, Pubco will operate the business of Aiways Europe, which has operations outside the United States. As a ~~blank~~result, ~~check~~the combined company ~~with~~will nobe ~~operating~~subject ~~history~~to ~~and~~risks associated nowith ~~revenues~~international operations, ~~and~~including ~~you~~differences ~~have~~in noregulatory ~~basis~~environments, oneconomic ~~which~~and topolitical ~~evaluate~~conditions, ~~our~~foreign currency ~~ability~~fluctuations, toand ~~achieve~~compliance ~~our~~with ~~business~~foreign ~~objective~~laws and regulations.

●In ~~Our~~addition, ~~independent~~Pubco ~~registered~~is ~~public~~expected ~~accounting~~to ~~firm’s~~qualify ~~report~~as ~~contains~~a anforeign ~~explanatory~~private ~~paragraph~~issuer under ~~that~~U.S. ~~expresses~~securities ~~substantial~~laws ~~doubt~~and ~~about~~will ~~our~~be ~~ability~~subject to ~~continue~~different asreporting aand ~~“going~~governance ~~concern~~requirements than U.”S. domestic issuers. These differences may result in less frequent or less detailed disclosure to investors and may make it more difficult for investors to evaluate the combined company’s performance and prospects.

● Our public stockholders may not be afforded an opportunity to vote on our proposed Initial Business Combination, and even if we hold a vote, holders of our founder shares will participate in such vote, which means we may complete our Initial Business Combination even though a majority of our public stockholders do not support such a combination.14

19The issuance of additional equity securities by Pubco in connection with the business combination and under its incentive equity plan will dilute the ownership interests of existing stockholders.

●Following Ifthe wecompletion ~~seek~~of ~~stockholder~~the ~~approval~~business ofcombination, ~~our~~Pubco, ~~Initial~~rather than ~~Business~~the ~~Combination~~Company, ~~our~~will ~~initial~~operate ~~stockholders~~the ~~have~~combined ~~agreed~~business. Pubco expects to ~~vote~~issue ina ~~favor~~substantial number of ~~such~~ordinary ~~Initial~~shares ~~Business~~in ~~Combination~~connection with the transaction and may issue additional equity securities in the future, ~~regardless~~including ofunder ~~how~~an ~~our~~incentive ~~public~~equity ~~stockholders~~plan ~~vote~~adopted in connection with the business combination.

●The ~~Your~~issuance ~~only~~of ~~opportunity~~such tosecurities, ~~affect~~including awards under the ~~investment~~incentive plan ~~decision~~that ~~regarding~~may arepresent ~~potential~~up ~~business~~to ~~combination~~10% ~~will~~of bePubco’s ~~limited~~issued and outstanding shares following the closing (after giving effect to redemptions), will dilute the ~~exercise~~ownership interests of ~~your~~existing ~~redemption~~stockholders. ~~rights~~In addition, ~~unless~~any wefuture ~~seek~~equity ~~stockholder~~issuances ~~approval~~may offurther dilute stockholders and could adversely affect the ~~Initial~~market ~~Business~~price ~~Combination~~and value of Pubco’s securities.

●Our ~~The~~management ~~ability~~team ofhas ~~our~~limited ~~public~~experience ~~stockholders~~in tothe ~~redeem~~electric their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into an agreement for an Initial Business Combination with a targetvehicle industry.

●Our ~~The~~management ~~ability~~may ofnot ~~our~~be ~~public~~able ~~stockholders~~ to ~~exercise~~fully ~~redemption~~evaluate ~~rights~~the risks associated with ~~respect~~Aiways toEurope’s abusiness, ~~large~~which ~~number~~could ofadversely ~~our~~affect ~~shares~~the ~~may~~success ~~not~~of ~~allow us to complete~~ the ~~most~~Business ~~desirable business combination or optimize our capital structure~~Combination.

●Risks ~~The~~Related ~~ability of our public stockholders~~ to ~~exercise~~Regulatory ~~redemption rights with respect to a large number of our shares could increase the probability that our Initial Business Combination would be unsuccessful~~ and ~~that~~Structural ~~you would have to wait for liquidation in order to redeem your stock.~~Matters

●Following ~~The requirement that we complete our Initial Business Combination within~~ the ~~prescribed time frame may give potential target businesses leverage over us in negotiating an Initial~~ Business Combination, ~~and~~Pubco ~~may~~is ~~decrease~~expected ~~our ability~~ to ~~conduct due diligence on potential business combination targets, in particular~~ qualify as wea ~~approach~~foreign ~~our~~private ~~dissolution deadline~~issuer, which ~~could~~will ~~undermine~~result ~~our~~in ~~ability~~reduced toreporting ~~complete our Initial Business Combination on terms that would produce value for our stockholders~~requirements.

●Pubco Wewill ~~may not~~ be ~~able~~exempt tofrom ~~complete~~certain ~~our~~U.S. ~~Initial~~securities ~~Business~~laws ~~Combination within the prescribed time frame~~requirements, including inquarterly ~~which~~reporting ~~case we would cease all operations except for the purpose of winding up~~ and weproxy ~~would~~rules. ~~redeem~~As ~~our~~a ~~public shares and liquidate~~result, ininvestors ~~which case our public stockholders~~ may receive ~~only~~less ~~$10.15~~frequent ~~per share,~~ or less ~~than~~detailed ~~such amount in certain circumstances~~information.

● If we ~~seek~~are ~~stockholder~~deemed ~~approval~~to ofbe ~~our~~an ~~Initial~~investment ~~Business Combination~~company, ~~our~~we ~~sponsor, directors, officers, advisors and their affiliates~~ may ~~elect~~be required to ~~purchase shares from public holders, which may influence a vote on a proposed Initial Business Combination and reduce the public “float” of our Common stock~~liquidate.

● If awe ~~stockholder~~are ~~fails~~deemed toan ~~receive~~investment ~~notice~~company ofunder ~~our~~the ~~offer~~Investment toCompany Act, ~~redeem~~we ~~our~~would ~~public~~be ~~shares~~subject into ~~connection~~burdensome ~~with~~compliance ~~our~~requirements ~~Initial~~and ~~Business~~may ~~Combination,~~be orforced ~~fails~~ to ~~comply~~abandon ~~with~~our ~~the~~Business ~~procedures~~Combination ~~for~~efforts ~~submitting~~and ~~or tendering its shares, such shares may not be redeemed~~liquidate.

●We ~~You~~may ~~will~~be ~~not~~required ~~have~~to ~~any rights or interests in funds from the trust account, except under certain limited circumstances. To~~ liquidate ~~your~~if ~~investment,~~we ~~therefore,~~do ~~you~~not ~~may~~complete bea ~~forced~~Business Combination toby ~~sell~~July ~~your public shares~~18, ~~potentially at a loss~~2026.

●If ~~Nasdaq~~we ~~may~~do ~~delist~~not ~~our~~complete ~~securities~~a ~~from~~Business ~~trading~~Combination onwithin ~~its~~the ~~exchange~~required timeframe, we ~~which~~will ~~could~~be ~~limit~~required ~~investors’~~to ~~ability~~wind toup ~~make~~our ~~transactions~~operations, inredeem our ~~securities~~public shares and ~~subject~~liquidate. usIn tosuch ~~additional~~event, ~~trading~~our ~~restrictions~~public stockholders may receive less than they expected and our warrants and rights will expire worthless.

●The ~~You~~extremely ~~will~~high level ~~not~~of beredemptions ~~entitled~~has tosignificantly ~~protections~~altered ~~normally~~our ~~afforded~~capital tostructure ~~investors~~and ofmay ~~many~~adversely ~~other~~affect ~~blank~~the ~~check~~viability ~~companies~~of the combined company.

●We Ifhave weexperienced ~~seek~~redemptions exceeding ~~stockholder~~99% ~~approval~~ of our ~~Initial~~public ~~Business Combination and we do not conduct redemptions pursuant to the tender offer rules~~shares, ~~and~~leaving ifonly ~~you~~a orvery asmall ~~“group”~~number of ~~stockholders~~shares ~~are~~outstanding. ~~deemed~~As toa ~~hold~~result, inour ~~excess~~remaining ofpublic ~~15%~~float ofis extremely ~~our common stock~~limited, ~~you~~and ~~will lose~~ the ~~ability~~capital toavailable ~~redeem~~from ~~all~~the ~~such~~trust ~~shares~~account inis ~~excess of 15% of our common stock~~minimal.

●This ~~Because~~unusual ofcapital structure ~~our~~may ~~limited~~adversely ~~resources~~affect ~~and~~investor ~~the~~confidence, ~~significant~~increase ~~competition~~financing ~~for~~risk, ~~business~~and ~~combination~~make ~~opportunities,~~ it ~~may be~~ more difficult for usthe tocombined ~~complete~~company ~~our Initial Business Combination. If we are unable~~ to ~~complete~~operate effectively ~~our~~following ~~Initial~~the Business Combination~~, our public stockholders may receive only approximately $10~~.~~15 per share on our redemption of our public shares, or less than such amount in certain circumstances.~~

2015

●Even ~~Subsequent~~if toPubco ~~the~~obtains Nasdaq ~~completion~~listing ~~of our Initial Business Combination~~approval, wethere may be ~~required~~limited ~~to take write-downs~~ or ~~write-offs,~~no ~~restructuring~~active ~~and~~trading ~~impairment~~market orfor ~~other~~its ~~charges that could have a significant negative effect on our financial condition, results of operations and our stock price, and which could cause you to lose some or all of your investment~~securities.

●Given Ifthe ~~third~~limited ~~parties~~number of ~~bring~~public ~~claims~~shares ~~against~~outstanding usand reduced public float, ~~the~~there ~~proceeds~~can ~~held~~be inno ~~the~~assurance ~~trust~~that ~~account~~an ~~could~~active beor ~~reduced~~liquid ~~and~~trading market will develop following the ~~per-share~~Business ~~redemption~~Combination. ~~amount~~As ~~received~~a byresult, ~~stockholders~~investors may experience significant volatility in the trading price of Pubco’s securities or may be ~~less~~unable ~~than~~to ~~$10.15~~sell ~~per~~their ~~share~~shares at desired prices, or at all.

● Our ~~directors~~ability ~~may decide not~~ to generate ~~enforce~~value ~~the~~for ~~indemnification~~stockholders ~~obligations~~is ofdependent ~~our~~on ~~sponsor, resulting in a reduction in~~ the ~~amount~~completion of ~~funds~~a insingle ~~the trust account available for distribution to our public stockholders~~transaction.

● We ~~may~~have focused substantially all of our efforts on the proposed Business Combination with Aiways Europe and are not ~~have~~actively ~~sufficient~~pursuing ~~funds~~alternative transactions. If the Business Combination is not completed, we are unlikely to ~~satisfy~~identify ~~indemnification~~and ~~claims~~complete ofanother ~~our~~transaction ~~directors~~within the required timeframe and ~~executive~~would ~~officers~~be required to liquidate.

●The ~~If,~~Business ~~after~~Combination involves ~~we distribute the proceeds in the trust account to our public stockholders, we file~~ a ~~bankruptcy~~complex ~~petition~~transaction orwith ~~an involuntary bankruptcy petition is filed against us that is not dismissed,~~ a ~~bankruptcy~~capital-intensive ~~court may seek to recover such proceeds,~~ and weoperationally ~~and~~challenging ~~our board may be exposed to claims of punitive damages~~business.

●The ~~If,~~proposed ~~before~~transaction involves ~~distributing~~combining ~~the~~with ~~proceeds~~a company operating in the ~~trust~~electric ~~account~~vehicle ~~to our public stockholders~~industry, wewhich ~~file~~requires asubstantial ~~bankruptcy~~capital, ~~petition~~involves orcomplex ansupply chains ~~involuntary~~and ~~bankruptcy petition~~ is ~~filed~~subject ~~against~~to usregulatory ~~that~~and ismarket ~~not~~uncertainties. ~~dismissed~~In addition, the ~~claims~~transaction ofinvolves ~~creditors~~cross-border inelements ~~such proceeding may have priority over the claims of our stockholders~~ and ~~the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced~~integration challenges.

●These ~~The~~factors ~~securities in which we invest~~ increase the ~~funds~~risk ~~held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such~~ that the ~~per-share~~combined ~~redemption~~company ~~amount~~may ~~received~~not byachieve ~~public~~its ~~stockholders~~expected ~~may~~business beobjectives ~~less~~or ~~than~~financial ~~$10~~performance.~~15 per share.~~

●Our Ifindependent registered wepublic ~~are~~accounting ~~deemed~~firm’s toreport becontains an ~~investment~~explanatory ~~company~~paragraph ~~under~~that ~~the~~expresses ~~Investment~~substantial ~~Company~~doubt ~~Act,~~about ~~we may be required to institute burdensome compliance requirements and~~ our ~~activities may be restricted, which may make it difficult for us~~ ability to ~~complete~~continue ~~our~~as ~~Initial~~a ~~Business~~“going ~~Combination~~concern.”

●Our ~~Changes~~securities have been delisted from Nasdaq, and there is currently no active public market for our securities. Trading in ~~laws~~our orcommon ~~regulations~~stock, orunits and rights was suspended on January 24, 2025 and Nasdaq subsequently filed a ~~failure~~Form 25 on July 11, 2025 to ~~comply~~complete ~~with~~the ~~any~~delisting. ~~laws~~As ~~and~~a ~~regulations~~result, our stockholders currently have very limited liquidity and may ~~adversely~~not ~~affect~~be ~~our~~able ~~business~~to sell their securities at desired prices, ~~including~~or at all. Delisting also may impair our ability to ~~negotiate~~attract ~~and~~investors, complete ~~our~~financing transactions and consummate an Initial Business Combination. In addition, delisting reduces the market transparency and ~~results~~investor ofprotections ~~operations~~that would otherwise accompany a Nasdaq-listed security. Although Pubco has applied to list its ordinary shares on Nasdaq in connection with the closing, there can be no assurance that it will satisfy the applicable initial listing standards or that it will be able to maintain such listing following the Business Combination.

●We ~~Our~~have ~~stockholders~~substantial ~~may~~doubt about beour ~~held~~ability ~~liable~~to ~~for~~continue ~~claims~~as bya ~~third~~going ~~parties~~concern. ~~against~~As usa SPAC, we have no operating revenues and depend on the trust account, working capital advances and related-party financing to fund our operations. If we do not complete an Initial Business Combination by the ~~extent~~end of ~~distributions~~the ~~received~~combination period, bywe ~~them~~will ~~upon~~be ~~redemption~~required ofto ~~their~~liquidate. ~~shares~~These conditions raise substantial doubt about our ability to continue as a going concern.

●We ~~The~~recently ~~grant of registration rights to~~ changed our ~~initial~~independent ~~stockholders~~registered ~~may~~public ~~make~~accounting itfirm, ~~more~~which ~~difficult~~could toresult ~~complete~~in ~~our~~additional ~~Initial~~costs ~~Business Combination,~~ and ~~the future exercise of such rights~~ may ~~adversely~~ affect the ~~market~~timing ~~price~~or ofeffectiveness of our ~~common~~financial ~~stock~~reporting.

●On ~~Because~~April we8, ~~are~~2026, ~~neither~~our audit ~~limited~~committee toapproved ~~evaluating~~the adismissal ~~target~~of ~~business~~WWC, inP.C. aas ~~particular~~our ~~industry~~independent ~~sector~~registered ~~nor~~public ~~have~~accounting wefirm ~~selected~~and ~~any~~the ~~specific~~appointment ~~target~~of ~~businesses~~HCL, ~~with~~PLLC as ~~which~~our tonew ~~pursue~~independent ~~our~~registered ~~Initial~~public ~~Business~~accounting ~~Combination,~~firm. ~~you~~Although ~~will~~there bewere ~~unable~~no disagreements or reportable events with our former auditor, the transition to ~~ascertain~~a new auditor requires the ~~merits~~new orfirm ~~risks~~to ofbecome ~~any~~familiar ~~particular~~with ~~target~~our business’s, ~~operations~~accounting policies and internal controls.

●This ~~Past~~transition ~~performance~~may byresult in ~~our~~additional ~~management~~costs, ~~team~~increased demands on management and ~~their~~potential ~~affiliates~~delays ~~may~~in ~~not~~the becompletion ~~indicative~~of our audits or the filing of ~~future~~our ~~performance~~periodic reports. In addition, if our new auditor identifies issues in the course of anits ~~investment~~audit procedures, including matters relating to our internal controls over financial reporting, we may be required to devote additional resources to address such matters. Any delays or issues in our financial reporting could adversely affect our ability to complete the ~~Company~~proposed business combination and maintain compliance with applicable reporting requirements.

●Our WeDelisting ~~may~~from Nasdaq ~~seek~~Increases ~~business~~the ~~combination~~Risk ~~opportunities in industries or sectors that may or may not be outside~~ of ~~our~~Pubco ~~management’s~~Failing ~~area~~to ofObtain ~~expertise~~Listing Approval.

●We ~~Although we~~ have ~~identified~~been ~~general~~delisted from ~~criteria~~Nasdaq ~~and~~after ~~guidelines~~the ~~that~~signing weof ~~believe~~the ~~are~~Business ~~important~~Combination inAgreement ~~evaluating~~but ~~prospective~~prior ~~target~~to ~~businesses,~~the weClosing. ~~may~~While ~~enter~~Nasdaq ~~into~~has ~~our~~confirmed ~~Initial~~that ~~Business~~the ~~Combination~~our delisting ~~with~~will ~~a target that does~~ not ~~meet~~automatically ~~such~~preclude ~~criteria~~Pubco ~~and~~from ~~guidelines,~~obtaining ~~and~~initial aslisting ~~a result~~approval, ~~the~~there ~~target~~remains ~~business~~an ~~with~~increased ~~which~~risk wethat ~~enter~~Pubco ~~into~~may fail ~~our~~to ~~Initial~~satisfy ~~Business~~Nasdaq’s ~~Combination~~initial ~~may~~listing ~~not~~requirements, ~~have~~which ~~attributes~~is ~~entirely~~a ~~consistent~~condition ~~with~~precedent ~~our~~to ~~general criteria and guidelines~~Closing.

2116

●As Wea ~~may~~result ~~seek~~of ~~business~~the ~~combination~~Business Combination, ~~opportunities~~Nasdaq ~~with~~will aevaluate ~~financially~~the ~~unstable~~listing ~~business~~eligibility orof anPubco ~~entity~~under ~~lacking~~its anstandard ~~established~~initial ~~record~~listing ofrequirements, ~~revenue~~including minimum share price, ~~cash~~market ~~flow~~capitalization, orshareholder ~~earnings~~equity, ~~which~~public ~~could~~float, ~~subject~~and uscorporate togovernance ~~volatile~~standards. ~~revenues~~Our prior delisting may not directly impact this review, ~~cash~~but ~~flows~~it orcould ~~earnings~~still orcontribute ~~difficulty~~to inperceived ~~retaining~~risks ~~key~~that ~~personnel.~~may indirectly affect the likelihood of listing approval, including:

● WeMarket ~~are~~and ~~not~~investor ~~required~~confidence ~~to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions~~concerns, ~~and~~which ~~consequently, you~~ may ~~have~~impact notrading ~~assurance~~activity ~~from~~and anpricing ~~independent source that the price we are paying for the target(s) of our Initial Business Combination is fair to our company from a financial point of view.~~stability

● WeRegulatory ~~may~~and ~~issue~~compliance ~~additional~~risks, ~~shares~~particularly ofif ~~common~~the ~~stock~~prior todelisting ~~complete~~was ~~our~~due ~~Initial~~to ~~Business~~governance, ~~Combination~~reporting, or ~~under~~financial ~~an employee incentive plan after completion of our Initial Business Combination. Any such issuances would dilute the interest of our stockholders and likely present other risks.~~deficiencies;

● ~~Resources~~Potential ~~could~~Nasdaq beinquiries ~~wasted~~into inthe ~~researching~~circumstances ~~business~~surrounding ~~combinations~~HUDA’s ~~that are not completed~~delisting, which could ~~materially~~result adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our Initial Business Combination, our public stockholders may receive only approximately $10.15 per share, or less than such amount in ~~certain~~additional ~~circumstances,~~scrutiny ~~on the liquidation~~ of ~~our~~Pubco’s ~~trust~~eligibility; ~~account.~~and

● WeExtended ~~may~~review ~~engage~~periods ~~in an Initial Business Combination with one~~ or ~~more~~additional ~~target~~requirements ~~businesses~~imposed ~~that~~by ~~have~~Nasdaq ~~relationships with entities~~ that ~~may~~could bedelay ~~affiliated~~the ~~with~~approval ~~our sponsor, officers, directors or existing holders that may raise potential conflicts of interest~~process.

●If WePubco ~~may~~fails ~~issue~~to ~~notes~~meet Nasdaq’s orinitial ~~other~~listing ~~debt securities~~requirements, orthe ~~otherwise~~business ~~incur~~Combination ~~substantial~~cannot ~~debt~~be consummated, toand ~~complete~~the antransaction ~~Initial~~may be terminated pursuant to the Business Combination Agreement. In such an event, ~~which~~we may ~~adversely~~be ~~affect~~forced ~~our~~to ~~leverage~~liquidate and ~~financial~~return ~~condition~~trust funds to Public Stockholders, potentially resulting in investors receiving less than their original investment and ~~thus~~missing ~~negatively~~out ~~impact~~on the ~~value~~opportunity ofto ~~our~~participate ~~stockholders’~~in any ~~investment~~appreciation in usPubco’s securities.

● We may be ~~able~~unable to ~~complete~~recover ~~only~~overpayments made ~~one~~to ~~business~~redeeming ~~combination~~stockholders ~~with~~in ~~the~~connection ~~proceeds~~with ofour ~~the~~Extension ~~Initial Public Offering~~Meetings, which ~~will~~could ~~cause~~adversely usaffect toour becash ~~solely~~position ~~dependent~~or onresult ain reputational ~~single business, which may have a limited number of products~~ or ~~services~~legal ~~and limited operating activities~~risk. ~~This lack of diversification may negatively impact our operating results and profitability.~~

●In Weconnection ~~may~~with ~~attempt~~the redemption of shares pursuant to ~~simultaneously~~our ~~complete~~First, ~~business~~Second, ~~combinations~~and ~~with~~Third ~~multiple~~Extension ~~prospective~~Meetings ~~targets~~held on July 17, ~~which~~2023, ~~may~~February ~~hinder~~15, ~~our~~2024, ~~ability~~and July 5, 2024, respectively, redemption payments were made to ~~complete~~public stockholders by Continental Stock Transfer & Trust Company (“CST”), as trustee of our ~~Initial~~Trust ~~Business~~Account, ~~Combination~~at ~~and~~rates ~~give~~that ~~rise~~were later determined to ~~increased~~be ~~costs~~overstated. ~~and~~The ~~risks~~Company had not withdrawn all of the interest that ~~could~~it was ~~negatively~~entitled ~~impact~~to ~~our~~withdraw ~~operations~~from ~~and~~the ~~profitability~~Trust Account to pay tax liabilities prior to calculating the redemption price. As a result, an aggregate overpayment amount of approximately $819,949.42 (the “Aggregate Total Overpayment Amount”) was made to redeeming stockholders.

● We ~~may~~have ~~attempt~~engaged CST to ~~complete~~notify affected ~~our~~stockholders ~~Initial~~and ~~Business~~requested ~~Combination~~the ~~with~~return aof ~~private~~the ~~company~~overpaid ~~about~~funds. ~~which~~Subsequent ~~little~~to ~~information~~June is30, ~~available~~2025, ~~which~~as ~~may~~of ~~result~~October in9, an2025, ~~Initial~~44.4% ~~Business~~of ~~Combination~~the total ~~with~~overpaid aamount ~~company~~has ~~that~~been isrecovered, ~~not~~approximately ~~as profitable as we suspected~~$364,084.26 ifhave atbeen ~~all~~received.

●While Wethe doCompany ~~not~~currently expects ~~have~~to afully ~~specified~~recover ~~maximum~~the ~~redemption~~Aggregate ~~threshold~~Total Overpayment Amount, there can be no assurance that stockholders will return all or any portion of the remaining overpayments. ~~The~~In ~~absence~~the event the Overpayment Amount is not fully recovered, the Sponsor has committed, pursuant to the Sponsor Agreement, to pay all pre-closing tax liabilities of ~~such~~the aCompany. ~~redemption~~The ~~threshold~~Sponsor ~~may~~will ~~make~~remit itsuch ~~possible~~payment ~~for~~directly usto the relevant taxing authorities prior to ~~complete~~the anconsummation ~~Initial~~of the Business Combination. ~~with~~However, ~~which~~the aCompany ~~substantial~~may ~~majority~~nonetheless offace ~~our~~reputational ~~stockholders~~harm or dolegal ~~not~~claims ~~agree~~relating to the overpayment and attempted recovery.

●The application Inof ~~order~~the toexcise ~~effectuate~~tax anunder ~~Initial Business Combination, blank check companies have, in~~ the ~~recent~~Inflation ~~past,~~Reduction ~~amended~~Act ~~various provisions~~ of ~~their~~2022 ~~charters and other governing instruments. We cannot assure you that we will not seek~~ to ~~amend~~us ~~our~~is ~~amended~~uncertain and ~~restated~~may ~~certificate~~be ofsubject ~~incorporation or governing instruments in a manner that will make it easier for us~~ to ~~complete~~interpretation ~~our~~or ~~Initial Business Combination that our stockholders may not support~~dispute.

22Although our securities were delisted from Nasdaq on July 11, 2025 following the filing of a Form 25, it remains unclear whether we are subject to the 1% excise tax imposed on certain stock repurchases by publicly traded corporations. The application of the excise tax to redemptions of our public shares or to transactions undertaken in connection with the proposed business combination may be subject to differing interpretations and could be challenged by tax authorities.

●If ~~The~~the ~~provisions~~excise tax ofis ~~our~~determined ~~amended and restated certificate of incorporation that relate~~ to ~~our~~apply, ~~pre-business~~it ~~combination~~could ~~activity~~reduce ~~(and corresponding provisions of~~ the ~~agreement governing the release of~~ funds ~~from~~available ~~our trust account), including an amendment~~ to ~~permit~~complete ~~us to withdraw funds from~~ the ~~trust~~business ~~account~~combination ~~such that the per share amount investors will receive upon any redemption~~ or ~~liquidation~~for isdistribution ~~substantially~~to ~~reduced~~stockholders and orcould ~~eliminated,~~adversely ~~may~~affect ~~be amended with~~ the ~~approval~~value of ~~holders of 65% of~~ our ~~common stock who vote in-person or by proxy at a general meeting, which is a lower amendment threshold than that of some other blank check companies~~securities. ItIn ~~may be easier for us~~addition, ~~therefore,~~any todispute ~~amend~~or ~~our~~uncertainty ~~amended~~regarding ~~and~~the ~~restated~~application ~~certificate~~ of ~~incorporation and~~ the ~~trust~~excise tax ~~agreement~~could toresult ~~facilitate~~in ~~the~~additional ~~completion~~costs ofor ~~an Initial Business Combination that some of our stockholders may not support~~liabilities.

● We may be unable to obtain additional financing to complete our Initial Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.17

●ITEM ~~Our~~1B. ~~private~~UNRESOLVED ~~placement~~STAFF ~~units and founder shares may have an adverse effect on the market price of our common stock and make it more difficult to effectuate our Initial Business Combination.~~COMMENTS

● Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous Initial Business Combination with some prospective target businessesNone.

●ITEM If we effect our Initial Business Combination with a company with locations or operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations1C. CYBERSECURITY

● ~~The~~We ~~SEC~~recognize ~~has~~the ~~issued~~critical ~~proposed~~importance ~~rules~~of tocybersecurity ~~regulate~~measures ~~special~~to ~~purpose~~safeguard ~~acquisition~~our ~~companies~~information systems. ~~Certain~~We ofhave ~~the~~integrated ~~procedures~~cybersecurity ~~that~~risk ~~we,~~management ainto ~~potential~~our ~~Initial~~broader ~~Business~~risk ~~Combination~~management ~~target,~~framework. orBecause ~~others~~we ~~may~~are ~~determine~~aware toof ~~undertake~~the inrisks ~~connection~~associated with ~~such~~third-party ~~proposals~~service ~~may~~providers, ~~increase~~we ~~our~~conduct ~~costs~~assessments ~~and~~of ~~the~~third-party ~~time~~providers ~~needed~~before toengagement ~~complete~~and ~~our~~maintain ~~Initial~~ongoing ~~Business~~monitoring. ~~Combination~~We ~~and~~have ~~may~~not ~~constrain~~encountered ~~the~~cybersecurity ~~circumstances~~challenges ~~under~~that ~~which~~have wematerially ~~could~~impaired ~~complete~~our anoperations ~~Initial~~or ~~Business~~financial ~~Combination~~standing.

●We Ifmaintain weprocesses ~~were~~designed ~~deemed~~ to beidentify anand ~~investment~~assess ~~company~~cybersecurity ~~for purposes of the Investment Company Act~~risks, weincluding ~~would~~oversight beby ~~required~~management ~~to institute burdensome compliance requirements~~ and ~~our~~periodic ~~activities~~reporting ~~would be severely restricted. As a result, in such circumstances, unless we are able~~ to ~~modify~~the ~~our~~board ~~activities~~of ~~so that we would not be deemed an investment company, we would expect to abandon our efforts to complete an Initial Business Combination and instead to liquidate the Company~~directors.

● To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time, instruct the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in cash until the earlier of the consummation of our Initial Business Combination or our liquidationITEM 2. As a result, following the liquidation of securities in the Trust Account, we would likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.PROPERTIES

●We ~~The~~do ~~Excise~~not ~~Tax~~own ~~included~~any inreal property. ~~the~~Our ~~Inflation~~executive ~~Reduction~~offices ~~Act~~are oflocated ~~2022~~at ~~may~~31 ~~decrease~~Hudson ~~the~~Yards, ~~value~~Office of51, ~~our~~New ~~securities~~York, ~~following~~New ~~our~~York ~~Initial~~10001. ~~Business~~Pursuant ~~Combination~~to an administrative services arrangement, ~~hinder~~we pay our ~~ability~~Sponsor toor ~~consummate~~its anaffiliate ~~Initial~~$20,000 ~~Business~~per ~~Combination~~month for office space, ~~and~~utilities, ~~decrease~~secretarial ~~the~~and ~~amount~~administrative ofsupport. We ~~funds~~believe ~~available~~this ~~for~~arrangement ~~distribution~~is inadequate ~~connection~~for ~~with~~our acurrent ~~liquidation~~needs.

●ITEM ~~We have identified material weaknesses in our internal control over financial reporting as of December 31, 2024~~3. ~~These~~LEGAL material weaknesses, and any additional material weaknesses that may be identified in the future, could adversely affect our ability to report our results of operations and financial condition accurately and in a timely manner.PROCEEDINGS

~~ITEM~~We 1Bcurrently involved in litigation matters that may affect its business and operations. ~~UNRESOLVED~~On ~~STAFF~~November 22, ~~COMMENTS~~2024, Alex Don filed a lawsuit against us, PX Global Advisors, LLC, and certain officers of both companies in the Supreme Court of New York, County of New York (Index No. 161040/2024), alleging claims for breach of contract, violations of New York Labor Law § 193(5) for unpaid wages, and retaliatory discharge under New York Labor Law § 215 and § 740. The plaintiff seeks approximately $143,000 in alleged unpaid wages, plus additional damages. On November 29, 2024, we and the other defendants filed a countersuit against Alex Don (Index No. 659350/2024), alleging breach of employment contracts, gross negligence, and willful misconduct in connection with the company’s Nasdaq compliance matters, seeking damages of at least $6.5 million. Both cases are still in their early stages. While we intend to vigorously defend against the claims and pursue its counterclaims, litigation is inherently uncertain and there can be no assurance of a favorable outcome. An adverse resolution of these matters could have an adverse effect on HUDA’s business, financial condition, and results of operations.

~~None~~To the knowledge of our management team, there is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such other than the cases described above.

23ITEM 4. MINE SAFETY DISCLOSURES

~~ITEM~~Not 1Capplicable. ~~CYBERSECURITY~~

~~Risk Management and Strategy~~18

WePart recognize the critical importance of developing, implementing, and maintaining robust cybersecurity measures to safeguard our information systems and protect the confidentiality, integrity, and availability of our data.II

~~Managing~~ITEM ~~Material~~5. ~~Risks~~MARKET &FOR ~~Integrated~~REGISTRANT’S ~~Overall~~COMMON ~~Risk~~EQUITY, ~~Management~~RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

WeMarket have strategically integrated cybersecurity risk management into our broader risk management framework to promote a company-wide culture of cybersecurity risk management. This integration ensures that cybersecurity considerations are an integral part of our decision-making processes at every level. Our management team continuously evaluates and addresses cybersecurity risks in alignment with our business objectives and operational needs.Information

~~Oversee~~Our ~~Third-party~~units, ~~Risk~~common stock and rights were previously listed on The Nasdaq Stock Market under the symbols “HUDAU,” “HUDA” and “HUDAR,” respectively. On January 22, 2025, the Nasdaq Hearings Panel determined to delist our securities, and trading was suspended effective at the open of business on January 24, 2025. Nasdaq filed a Form 25 with the SEC on July 11, 2025 to complete the delisting and deregistration process. There is currently no active public market for our securities.

Because we are aware of the risks associated with third-party service providers, we have implemented stringent processes to oversee and manage these risks. We conduct thorough security assessments of all third-party providers before engagement and maintain ongoing monitoring to ensure compliance with our cybersecurity standards. The monitoring includes annual assessments of the SOC reports of our providers and implementing complementary controls. This approach is designed to mitigate risks related to data breaches or other security incidents originating from third-parties.Holders

~~Risks~~On ~~from~~December ~~Cybersecurity~~31, 2025, there ~~Threats~~were 2 holders of record of our units.

~~We have not encountered cybersecurity challenges that have materially impaired our operations or financial standing.~~Dividends

~~ITEM~~We have not paid any cash dividends on our common stock to date and 2.do ~~PROPERTIES~~not intend to pay cash dividends prior to the completion of our Initial Business Combination.

~~Our~~Issuer ~~office~~Purchases ~~is located at 19 West 44th Street, Suite 1001, New York, New York 10036, and our telephone number is (347) 205-3126. Commencing on October 14, 2022, we have agreed to pay our Sponsor a total~~ of ~~$20,000~~Equity ~~per month for office space, utilities, and secretarial and administrative support. We consider our current office space adequate for our current operations.~~Securities

~~ITEM~~On 3July 17, 2023, we held a Special Meeting of stockholders. ~~LEGAL~~On ~~PROCEEDINGS~~June 28, 2023, the record date for the Special Meeting, there were 8,556,625 shares of common stock outstanding and entitled to be voted at the Special Meeting, approximately 84% of which were represented in person or by proxy at the Special Meeting. The stockholders approved the proposal to amend our Certificate of Incorporation to give us the option to extend the date by which we 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. This amendment increased the time the Company has to consummate an Initial Business Combination from the original maximum amount of 15 months to 18 months from the Initial Public Offering date. In connection with the votes to approve the proposals above, the holders of 4,427,969 shares of common stock of the Company properly exercised their right to redeem their shares for approximately $10.43 per share, leaving approximately $25 million in the Trust Account.

ToOn April 17, 2024, the ~~knowledge~~Company filed a Certificate of ~~our~~Amendment ~~management~~to ~~team~~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, ~~there~~2024, isup noto ~~material~~nine ~~litigation~~(9) times for an additional (1) month each time to January 18, ~~arbitration~~2025, orupon ~~governmental~~the ~~proceeding~~deposit ~~currently~~into ~~pending~~the ~~against~~Trust Account usof or$25,000 ~~any~~for ~~members~~each calendar month and (ii) to remove the geographic limitations for a Business Combination., which requires the deletion of ~~our~~Section ~~management~~J of the Sixth Article in the Charter: “J. At no time, the Corporation shall undertake a Business Combination ~~team~~with any entity being based in ~~their~~or ~~capacity~~having asthe ~~such~~majority of its operations in China (including Hong Kong and Macau).”

~~ITEM~~On 4July 10, 2024, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. ~~MINE~~The ~~SAFETY~~Certificate of ~~DISCLOSURES~~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 January 18, 2025, up to nine (9) times for an additional (1) month each time to October 18, 2025, and will no longer require monthly deposits into the Trust Account as of July 5, 2024.

~~Not~~On ~~applicable~~October 15, 2025, HUDA held a special meeting of its stockholders, where the stockholders approved the proposal to amend HUDA’s Fourth Amended and Restated Certificate of Incorporation pursuant to an amendment to its Charter to extend the date by which HUDA must effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses from October 18, 2025, up to nine (9) times for an additional one (1) month each time to July 18, 2026, and does not require monthly deposits into the Trust Account.

~~ITEM~~In 5connection with the vote to approve the Extension Amendment, the holders of 61,492 shares of Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 ~~MARKET~~per ~~FOR~~share, ~~REGISTRANT’S~~for ~~COMMON~~an ~~EQUITY~~aggregate redemption amount of $681,347. ~~RELATED~~Following ~~STOCKHOLDER~~such ~~MATTERS~~redemptions, ~~AND~~36,771 ~~ISSUER~~Public ~~PURCHASES~~Shares OFremained ~~EQUITY~~outstanding as ~~SECURITIES~~of October 15, 2025.

~~Market~~The ~~Information~~redemptions have reduced the amount of cash available to the Company for the business combination and are expected to increase the relative ownership of the sponsor and non-redeeming shareholders.

~~Our~~Other ~~units,~~than ~~Common~~share ~~Stock~~redemptions ~~and Rights~~by ~~are~~public ~~each~~stockholders ~~traded~~in onaccordance ~~Nasdaq~~with our ~~under~~charter, ~~the~~we ~~symbols~~did ~~“HUDA~~not ~~U”,~~repurchase ~~“HUDA”~~any ~~and~~shares ~~“HUDA~~of ~~R”.~~our ~~Our~~common ~~units~~stock ~~commenced public~~during ~~trading~~the onyear ~~October~~ended 18December 31, ~~2022~~2025.

~~Holders~~Securities Authorized for Issuance Under Equity Compensation Plans

~~On March 30, 2025, there were 2 holders of record of our units~~None.

24Recent Sales of Unregistered Securities

~~Securities Authorized for Issuance Under Equity Compensation Plans~~None.

~~None.~~19

~~Recent~~ITEM ~~Sales~~6. ~~of Unregistered Securities~~[RESERVED]

~~None~~ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Purchases~~Special ofNote ~~Equity~~Regarding ~~Securities~~Forward-Looking ~~by the Issuer and Affiliated Purchasers~~Statements

OnThis ~~July~~annual ~~17,~~report ~~2023, we held~~includes aforward-looking ~~Special~~statements ~~Meeting~~within ~~of stockholders. On June 28, 2023,~~ the ~~record~~meaning ~~date~~of ~~for~~Section ~~the~~27A ~~Special Meeting, there were 8,556,625 shares~~ of ~~common~~ ~~stock outstanding and entitled to be voted at~~ the ~~Special~~Securities ~~Meeting,~~Act ~~approximately~~and ~~84%~~Section 21E of ~~which were represented in person or by proxy at~~ the ~~Special~~Exchange ~~Meeting~~Act. ~~The~~All ~~stockholders~~statements other ~~approved~~than ~~the~~statements ~~proposal to amend our Certificate~~ of ~~Incorporation~~historical tofact ~~give~~included usin ~~the~~this ~~option~~annual ~~to extend~~report, ~~the~~including ~~date~~statements byregarding ~~which~~our wefinancial ~~must effect a Business Combination beyond July 18~~position, ~~2023 up to nine (9) times for an additional (1) month each~~business ~~time to April 18~~strategy, ~~2024~~ability ~~upon the deposit into the Trust Account of $80,000 for each calendar month. This amendment increased the time the Company has~~ to ~~consummate~~complete an Initial Business Combination ~~from~~and the ~~original~~proposed ~~maximum~~transaction ~~amount~~with ofAiways 15Europe, ~~months~~are toforward-looking ~~18 months from the Initial~~statements. ~~Public~~Actual ~~Offering~~results ~~date.~~may Indiffer ~~connection~~materially ~~with~~from ~~the~~those ~~votes~~anticipated toin ~~approve~~these ~~the~~forward-looking ~~proposals~~statements ~~above,~~as ~~the~~a ~~holders~~result of ~~4,427,969 shares~~ ofmany ~~common~~factors, including ~~stock~~those ofset ~~the~~forth ~~Company~~under ~~properly~~“Item ~~exercised their right to redeem their shares for approximately $10~~1A.43 ~~per~~Risk ~~share,~~Factors” ~~leaving~~and ~~approximately~~elsewhere ~~$25 million~~ in ~~the~~this ~~Trust~~annual ~~Account~~report.

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).”Overview

OnWe ~~July~~are ~~10,~~a ~~2024,~~blank ~~the Company~~check ~~filed~~company aformed ~~Certificate~~in ofDelaware ~~Amendment~~on toJanuary ~~the~~13, ~~Company’s~~2021 ~~Second~~for ~~Amended and Restated Certificate of Incorporation with~~ the ~~Secretary~~purpose of ~~State~~ ofeffecting ~~the~~an ~~State~~Initial ofBusiness ~~Delaware~~Combination. ~~The~~We ~~Certificate~~do ofnot ~~Amendment~~have ~~amends~~any ~~the~~operations and ~~Certificate~~have ofgenerated ~~Incorporation~~no tooperating ~~(i)~~revenues ~~give the Company the option~~ to ~~extend the~~ date. byOur ~~which~~activities ~~the~~since ~~Company~~inception ~~must~~have ~~effect~~consisted aof ~~Business~~organizational ~~Combination beyond January 18~~activities, ~~2025,~~activities related up to ~~nine~~our ~~(9)~~initial ~~times~~public ~~for~~offering, anmaintaining ~~additional (1)~~our ~~month~~status ~~each~~as ~~time~~a topublic ~~October 18~~company, ~~2025,~~identifying and ~~will~~evaluating noprospective ~~longer~~target ~~require~~businesses, negotiating ~~monthly~~business ~~deposits~~combination ~~into~~terms, ~~the~~and ~~Trust~~preparing ~~Account~~for asthe ofproposed ~~July~~transaction 5,with ~~2024~~Aiways Europe.

~~Use~~We expect to continue ofto ~~Proceeds~~incur ~~from~~significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete an Initial ~~Public~~Business Combination ~~Offering~~will be successful.

OnBusiness ~~October~~Combination Deadline ~~18,~~and ~~2022,~~Extension weAmendments ~~consummated~~ Since our Initial Public Offering ~~and sold 6~~,~~000,000~~ ~~units~~we ~~(the~~have ~~“Units”)~~held atmultiple astockholder ~~price~~votes to ~~the~~extend ~~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)~~deadline ofby awhich ~~share~~we ofmust ~~the~~complete ~~Common Stock upon the consummation of~~ an Initial Business Combination ~~(“Right”).~~:

~~Simultaneously~~July ~~with the closing of our Initial Public Offering~~17, ~~our~~2023: ~~sponsor had purchased a total of 340,000 units (the “Initial Private Placement Units”)~~Stockholders atapproved aan ~~price~~extension ofto ~~$10.00~~April ~~per the Initial Private Placement Unit (the “Private Placement”). However, on October~~ 18, ~~2022~~2024, ~~simultaneously~~ with ~~the~~monthly ~~consummation~~deposits of the Initial Public Offering, our Sponsor partially consummated the Private Placement by subscribing to 238,500 units (the “Purchased Private Placement Units”) instead of the full Initial Private Placement Units, generating gross proceeds of approximately $280,~~385,~~000 ~~instead~~into of the ~~full~~trust ~~$3,400,000, part of the proceeds of which were placed in the Trust Account~~account. ~~The~~In ~~Trust Account~~connection ~~was~~with ~~nonetheless~~this ~~fully-funded. On November 30~~vote, ~~2022, the Company received an additional remittance of $515,000 underlying the Sponsor’s~~holders ~~purchase~~ of ~~the Private Placement Units and on December 1~~4, ~~2022~~427,969 ~~the~~shares ~~Sponsor~~redeemed ~~applied~~their ~~the~~shares ~~outstanding~~for ~~balance~~approximately ~~on the Promissory Note of~~ $~~500,000~~10.43 ~~towards~~per ~~the remaining stock subscription balance~~share, ~~which~~leaving ~~fully~~approximately ~~funded~~$25 ~~the~~million ~~Sponsor’s~~in ~~purchase of~~ the ~~Private~~trust ~~Placement Units~~account.

April 17, 2024: Stockholders approved an extension to January 18, 2025, with monthly deposits of $25,000. In connection with this vote, holders of 2,315,868 shares redeemed their shares for approximately $11.10 per share.

OnJuly ~~October 21, 2022, we closed the sale of 845,300 units (the “OA Units”) at $~~10.00 per unit as a result of the underwriters’ partial exercise of their over-allotment option (the “Overallotment Offering”) in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between us and Chardan Capital Markets, ~~LLC~~2024: ~~dated October 14, 2022. Each OA Unit consists of one~~Stockholders ~~share~~approved ~~of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of~~ an ~~Initial~~extension ~~Business Combination (the “Right”). Such OA Units were registered pursuant~~ to our registration statement. As a result of the Overallotment Offering, we received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 2118, ~~2022~~2025, ~~simultaneously~~ with ~~the~~no ~~consummation of~~further ~~the~~monthly ~~Overallotment~~deposit ~~Offering,~~requirements. weHolders ~~completed the private placement~~ of ~~additional 31~~3,~~500~~200 ~~units~~shares ~~(the~~redeemed ~~“Overallotment~~their ~~Private Placement~~shares ~~Units”)~~for ~~pursuant~~approximately to the Unit Private Placement Agreement dated October 14, 2022 by and between us and our Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $1011.0008 per ~~Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account~~share.

~~Following the closing of the Initial Public Offering on~~ October 1815, ~~2022~~2025: ~~and~~Stockholders ~~sale~~approved ofan ~~the~~extension ~~Private~~to ~~Placement~~July ~~Units on October 21~~18, ~~2022~~2026, ~~an amount of $69,479,795~~ ~~was~~with ~~placed~~no infurther amonthly ~~Trust~~deposit ~~Account~~requirements. inHolders ~~the~~of ~~United~~61,492 ~~States~~shares ~~maintained~~redeemed bytheir ~~Continental~~shares ~~Stock~~for ~~Transfer~~approximately &$11.08 ~~Trust~~per ~~Company, as trustee~~share.

~~ITEM~~If 6.we ~~[RESERVED]~~do not consummate an Initial Business Combination by July 18, 2026, we will be required to cease all operations except for the purpose of winding up, redeem the outstanding public shares and dissolve and liquidate.

~~ITEM~~Proposed Business 7.Combination ~~MANAGEMENT’S~~with ~~DISCUSSION~~Aiways ~~AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~Europe

~~Special~~On ~~Note~~November ~~Regarding~~22, 2024, we ~~Forward~~entered into a Business Combination Agreement with EUROEV Holdings Limited (“Pubco”), Aiways Merger Sub, Inc., Aiways Automobile Europe GmbH (“Aiways Europe”) and Aiways Tech Limited. The proposed transaction remains subject to stockholder approval, effectiveness of the registration statement, and the satisfaction or waiver of customary closing conditions. As disclosed in the Form F-~~Looking~~4 ~~Statements~~filed on March 23, 2026, Pubco has applied to list its ordinary shares on Nasdaq under the symbol “EUEV” in connection with the closing.

All statements other than statements of historical fact included in this annual report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in this annual report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or the company’s management, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC.20

~~The following~~Nasdaq discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in “Item 8. Financial Statements and Supplementary Data” of this annual report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Special Note Regarding Forward-Looking Statements,” “Item 1A. Risk Factors” and elsewhere in this annual report on Form 10-K. Delisting

~~Overview~~On January 22, 2025, the Nasdaq Hearings Panel determined to delist our securities from Nasdaq, and trading in our securities was suspended effective January 24, 2025. Nasdaq filed a Form 25 on July 11, 2025. The delisting has reduced the liquidity of our securities and may adversely affect our ability to complete financing transactions and consummate our Initial Business Combination.

~~We are~~Results ~~a blank check company formed under the laws~~ of the State of Delaware on January 13, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. We intend to effectuate our Initial Business Combination using cash from the proceeds of the initial public offering, our capital stock, debt or a combination of cash, stock and debt.Operations

We ~~expect~~have neither engaged in any operations nor generated any revenues to ~~continue~~date. Our only activities from inception through December 31, 2025 were organizational activities and those necessary to ~~incur~~prepare ~~significant~~for ~~costs~~our ininitial public offering, described below, and identifying a target for an Initial Business Combination. We do not expect to generate any operating revenues until after the ~~pursuit~~completion of our ~~acquisition~~Initial ~~plans~~Business Combination. We ~~cannot~~generate ~~assure~~non-operating ~~you~~income ~~that~~in ~~our~~the ~~plans~~form toof ~~complete~~interest income on marketable securities held after the initial public offering. anWe ~~Initial~~incur ~~Business~~expenses ~~Combination~~as ~~will~~a beresult ~~successful~~of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

26For the year ended December 31, 2025, we had a net loss of $887,178, which consisted of interest earned on marketable securities held in the trust account of $40,060 and interest earned on operating cash account of $2,105, offset by general and administrative expenses of $581,493 and franchise tax expense of $353,850.

OnFor the ~~November~~year 22ended December 31, 2024, ~~the Company~~we ~~executed~~had ~~the~~a ~~Business~~net ~~Combination~~loss ~~Agreement~~of ~~with Aiways Automobile Europe GmbH~~$817,025, awhich ~~German~~consisted ~~limited liability company engaged in the business~~ of ~~developing~~interest ~~electric~~earned ~~powered~~on ~~vehicles~~marketable ~~and~~securities ~~vehicle (“Aiways”). Consistent with our strategy, we have identified~~held ~~and~~in ~~used~~the ~~general~~trust ~~criteria~~account ~~and~~of ~~guidelines~~$582,231, ~~that~~fair wevalue ~~believe~~adjustment ~~are~~on ~~important~~convertible indebt ~~evaluating~~of ~~the targets businesses~~$790, and weinterest ~~conducted~~earned aon ~~thorough due~~operating ~~diligence~~cash ~~review~~account ~~that encompassed~~of $3,307, ~~among~~offset ~~other~~by ~~things,~~general ~~meetings~~and ~~with~~administrative ~~incumbent~~expenses ~~management~~of ~~and employees~~$993,775, ~~document~~franchise ~~reviews~~tax ~~and~~expense ~~inspection~~ of ~~facilities~~$58, ~~as applicable~~412, asloss ~~well~~on asoverpayment aof ~~review~~franchise tax of ~~financial~~$172,166, and ~~other~~provision ~~information~~for inincome ~~related~~taxes toof ~~the Aiways Automobile Combination~~$179,000.

Factors That May Adversely Affect Our Results of Operations

WeOur results of operations ~~have~~and ~~neither~~our ~~engaged~~ability into ~~any~~complete ~~operations~~an ~~nor~~Initial ~~generated~~Business ~~any~~Combination ~~revenues~~may tobe ~~date.~~adversely ~~Our~~affected ~~only~~by ~~activities~~various ~~from~~factors ~~inception~~that ~~through~~could ~~December~~cause ~~31,~~economic ~~2024~~uncertainty ~~were~~and ~~organizational~~volatility ~~activities~~in ~~and~~the ~~those~~financial ~~necessary~~markets, tomany ~~prepare~~of ~~for~~which are beyond our ~~initial~~control. ~~public~~Our ~~offering~~business could be impacted by, ~~described~~among ~~below~~other things, downturns ~~and~~in ~~identifying~~the afinancial ~~target for~~markets anor ~~Initial~~in ~~Business~~economic ~~Combination.~~conditions, Weincreases doin ~~not~~oil ~~expect~~prices, toinflation, ~~generate~~increases ~~any~~in ~~operating~~interest ~~revenues~~rates, ~~until~~supply chain ~~after~~disruptions, ~~the~~declines ~~completion~~in ofconsumer ~~our~~confidence ~~Initial~~and ~~Business Combination.~~spending, Wethe ~~generate~~ongoing ~~non~~effects of the COVID-~~operating~~19 ~~income~~pandemic, inincluding resurgences and the ~~form~~emergence of ~~interest~~new ~~income~~variants, onand ~~marketable~~geopolitical ~~securities~~instability, ~~held~~such ~~after~~as the ~~initial~~military ~~public~~conflict ~~offering~~in the Ukraine. We ~~incur~~cannot ~~expenses~~at asthis atime ~~result~~fully predict the likelihood of ~~being~~one aor ~~public~~more ~~company~~of ~~(for~~the ~~legal~~above events, ~~financial~~their ~~reporting,~~duration ~~accounting~~or ~~and~~magnitude ~~auditing~~or ~~compliance),~~the asextent ~~well~~to which they may negatively impact asour ~~for~~business ~~due~~and ~~diligence~~our ~~expenses~~ability to complete an Initial Business Combination.

~~For the~~Liquidity year ended December 31, 2024, we had a net loss of $817,025, which consisted of interest earned on marketable securities held in the trust account of $582,231, fair value adjustment on convertible debt of $790, and ~~interest earned on operating cash account of~~Capital ~~$3,307, offset by general and administrative expenses of $993,775, franchise tax expense of $58,412, loss on overpayment of franchise tax of $172,166, and provision for income taxes of $179,000.~~Resources

~~For the~~Initial ~~year ended December 31, 2023, we had net income of $121,221, which consisted of interest earned on marketable securities held~~Public inOffering ~~the trust account of $2,276,593~~ and ~~interest~~Private ~~earned on operating cash account of $177, offset by general and administrative expenses of $1,309,549, franchise tax expense of $200,000, and provision for income taxes of $646,000.~~Placement

~~Factors~~On ~~That~~October ~~May~~18, ~~Adversely~~2022, we consummated ~~Affect~~our ~~Our~~Initial ~~Results~~Public Offering of ~~Operations~~6,000,000 units at $10.00 per unit, generating gross proceeds of $60,000,000. On October 21, 2022, we issued an additional 845,300 units upon the underwriters’ partial exercise of the over-allotment option, generating additional gross proceeds of $8,453,000. Simultaneously with the closing of the Initial Public Offering and the over-allotment closing, the Sponsor purchased 371,500 private placement units for aggregate gross proceeds of $3,715,000.

~~Our results~~Following ~~of operations and our ability to complete an Initial Business Combination may be adversely affected by various factors that could cause economic uncertainty and volatility in~~ the ~~financial~~closing ~~markets, many~~ of ~~which are beyond our control. Our business could be impacted~~ ~~by, among other things, downturns in~~ the ~~financial~~Initial ~~markets~~Public orOffering ~~in economic conditions, increases in oil prices, inflation, increases in interest rates, supply chain disruptions, declines in consumer confidence~~ and ~~spending,~~partial ~~the~~exercise ~~ongoing effects~~ of the ~~COVID-19 pandemic~~overallotment, ~~including~~ ~~resurgences~~an ~~and~~amount ~~the emergence~~ of ~~new variants~~$69, ~~and geopolitical instability~~479,795 ~~such~~was asplaced ~~the~~in ~~military~~a ~~conflict~~Trust Account in the ~~Ukraine. We~~United ~~cannot~~States atmaintained ~~this~~by ~~time~~Continental ~~fully~~Stock ~~predict~~Transfer ~~the~~& ~~likelihood~~Trust ~~of one or more of the above events~~Company, ~~their~~as ~~duration or magnitude or the extent to which they may negatively impact our business and our ability to complete an Initial Business Combination~~trustee.

Current Liquidity ~~and Capital Resources~~Position

OnFor ~~October~~the ~~18,~~year ~~2022,~~ended weDecember ~~consummated our Initial Public Offering of 6~~31,~~000,000~~ ~~Units~~2025, atcash aused ~~price~~in tooperating ~~the~~activities was ~~public of~~ $~~10.00 per Unit~~699,875, ~~resulting~~consisting inof ~~total~~a ~~gross~~net ~~proceeds~~loss of $60881,~~000~~197,~~000. On~~ ~~October~~interest ~~18,~~received ~~2022,~~on ~~simultaneously~~marketable ~~with~~securities ~~the~~held ~~consummation~~in of the ~~Initial~~Trust ~~Public~~Account ~~Offering, our Sponsor partially consummated the Private Placement by subscribing to 238,500 units instead~~ of ~~the full Initial Private Placement Units, generating gross proceeds of approximately~~ $240,~~385~~060,~~000~~ ~~instead~~a lease payment of ~~the full~~ $314,~~400~~397,~~000,~~ ~~part~~an ofincrease ~~the proceeds of which were placed~~ in ~~the~~accounts ~~Trust~~payable ~~Account.~~and ~~The~~accrued ~~Trust~~expenses ~~Account~~of ~~was nonetheless fully-funded. On November 30~~$310, ~~2022~~137, ~~the~~a ~~Company~~decrease ~~received~~in anfranchise ~~additional~~tax ~~remittance~~payable of $~~515~~98,~~000~~886, that ~~underlying~~were ~~the~~partially ~~Sponsor’s~~offset ~~purchase of~~by the ~~Private~~amortization ~~Placement.~~expense Onof ~~December 1~~$27, ~~2022~~997, ~~the~~interest ~~Sponsor~~expense ~~applied the outstanding balance on the Promissory Note~~ of $~~500~~1,~~000 towards the remaining stock subscription balance~~331, ~~which~~plus ~~fully~~a ~~funded~~decrease ~~the~~in ~~Sponsor’s~~prepaid ~~purchase~~expenses of ~~the Private Placement Units~~ $1,200.

2721

OnFor ~~October~~the ~~21,~~year ~~2022,~~ended ~~we closed~~December ~~the~~31, ~~sale of 845~~2024,~~300~~ ~~Over-allotment~~cash ~~Units~~used ~~at $10.00 per unit as a result of the underwriters’ partial exercise of their Over-allotment Option~~ in ~~connection~~operating ~~with~~activities ~~the~~was ~~previously announced Initial Public Offering pursuant to the underwriting agreement by and between us and Chardan Capital Markets~~$1, ~~LLC dated October 14~~081,935, ~~2022.~~consisting ~~Each Over-allotment Unit consists~~ of ~~one~~a ~~share~~net ofloss ~~Common Stock~~ of ~~the Company~~$817,025, ~~par value~~interest ~~$0.0001~~received ~~per~~on ~~share~~marketable ~~and~~securities held ~~one~~in ~~Right to receive one-fifth (1/5) of one share of~~ the ~~Common~~Trust ~~Stock~~Account ~~upon the consummation~~ of an$582,231, ~~Initial Business Combination. Such Over-allotment Units were registered pursuant to our registration statement. As~~ a ~~result~~lease ofpayment ~~the Overallotment Offering, we received gross proceeds~~ of $820,~~453~~777,~~000~~ ~~(before~~a ~~deducting~~decrease ~~certain~~in ~~underwriting~~accounts ~~discount~~payable and ~~fees),~~accrued ~~part~~expenses of ~~which~~$94,097 ~~was placed~~and in the ~~Trust~~fair ~~Account.~~value ~~On October 21, 2022, simultaneously with the consummation~~ of ~~the~~related ~~Overallotment~~party ~~Offering,~~notes ~~we completed the Overallotment Private Placement~~ of ~~additional 31~~$790,~~500~~ ~~units~~that ~~pursuant~~were topartially ~~the~~offset ~~Unit Private Placement Agreement dated October 14, 2022~~ by ~~and~~the ~~between~~amortization ~~us and~~expense ~~our~~of ~~Sponsor~~$17,736, ininterest ~~connection~~expense ~~with the underwriters’ partial exercise~~ of ~~the over-allotment option~~ $123, atfranchise atax ~~purchase~~payable ~~price~~ of $~~10.00 per Overallotment Private Placement Unit~~230,578, ~~generating~~and ~~gross~~income ~~proceeds~~tax payable of $~~315~~179,000 , plus a ~~portion~~decrease ~~of which was placed~~ in ~~the~~prepaid ~~Trust~~expenses ~~Account~~of $5,548.

For the year ended December 31, ~~2024~~2025, cash ~~used~~provided inby ~~operating~~investing activities was $1758,~~081~~613,~~935,~~ consisting of acash ~~net~~withdrawn ~~loss~~from ~~of $817,025, interest received on marketable securities held in~~ the Trust Account of $~~582~~758,231, a lease payment of $20,777, a decrease in accounts payable of $94,097 and the fair value of related party notes of $790, that were partially offset by the amortization expense of $17,736, interest expense of $123, franchise tax payable of $230,578, and income tax payable of $179,000 , plus a decrease in prepaid expenses of $5,548613.

For the year ended December 31, ~~2023~~ 2024, cash ~~used~~provided inby ~~operating~~investing activities was $~~800~~25,~~895~~492,597, consisting of acash ~~net~~withdrawn ~~income~~from ~~of $121,221, interest received on marketable securities held in~~ the Trust Account of $226,~~276~~045,~~593~~551, ~~and a decrease in franchise tax payable of $15,315,~~ that was ~~were~~ partially offset by ~~the~~an ~~increase in~~investment ~~accounts payable~~ of ~~$541,449,~~cash ~~income tax payable of $646,000, plus a decrease~~ in ~~prepaid~~Trust ~~expenses~~Account of $~~182~~552,~~343~~954.

For the year ended December 31, ~~2024~~ 2025, cash provided by ~~investing~~financing activities was $25249,~~492~~965,~~597,~~ consisting of cash ~~withdrawn~~paid ~~from~~for the ~~Trust~~redemption ~~Account~~of Public Units of $26681,~~045~~347 and the repayment of borrowing due to related parties of $146,~~551~~025, that ~~was~~ were partially offset by ancash ~~investment~~proceeds from related party borrowing of ~~cash~~$701,981 inand ~~Trust~~proceeds ~~Account~~from receipt of clawbacked income tax related to redemption of $~~552~~344,~~954~~506.

For the year ended December 31, ~~2023~~ 2024, cash ~~provided~~used byin ~~investing~~financing activities was $4624,~~227~~353,~~597~~604, consisting of cash ~~withdrawn~~paid ~~from~~for the ~~Trust~~redemption ~~Account~~of Public Units of $4625,~~467~~747,~~597~~589 and the repayment of borrowing due to related parties of $270,000, that ~~was~~ were partially offset by ancash ~~investment~~proceeds from bridge loan of $1,476,882, a cash inproceeds ~~Trust~~from ~~Account~~related party borrowing of $~~240~~187,~~000~~103.

~~For~~As ~~the~~of ~~year ended~~ December 31, ~~2024~~ 2025, we had cash ~~used~~held in ~~financing~~the ~~activities~~trust ~~was~~account of $24406,~~353,604,~~761. ~~consisting~~We ofintend ~~cash~~to ~~paid~~use ~~for~~substantially all of the ~~redemption~~funds ofheld ~~Public~~in ~~Units~~the oftrust ~~$25~~account,~~747,589~~ ~~and~~including any amounts representing interest earned in the ~~repayment~~trust ofaccount ~~borrowing~~to ~~due~~complete our Initial Business Combination. We may withdraw interest to pay ~~related~~taxes. ~~parties~~To ofthe ~~$270,000,~~extent that ~~were~~our ~~partially~~capital ~~offset~~stock byor ~~cash~~debt ~~proceeds~~is ~~from~~used, ~~bridge~~in ~~loan~~whole ofor $1in part,~~476,882,~~ as consideration to complete our Initial Business aCombination, ~~cash~~the remaining proceeds ~~from~~held ~~related~~in ~~party~~the ~~borrowing~~trust account will be used as working capital to finance the operations of ~~$187~~the target business or businesses,~~103~~ make other acquisitions and pursue our growth strategies.

~~For~~As ~~the~~of ~~year ended~~ December 31, 2025, ~~2023~~the Company had $346,611 cash ~~used~~held inoutside ~~financing~~of ~~activities~~the ~~was~~trust ~~$45,553,919,~~account. ~~consisting~~We ofintend ~~cash~~to ~~paid~~pay ~~for~~ the ~~redemption~~outstanding oftax ~~Public~~liabilities ~~Units~~since ofthe ~~$46,169,982,~~funds ~~that~~are ~~were~~basically ~~partially~~from ~~offset~~clawbacked byincome ~~cash~~tax ~~proceeds~~related ~~from~~to aredemption ~~related~~overpayment, ~~party~~and ~~borrowing~~should ofbe ~~$616,063~~characterized as withdraw from trust account.

~~As of~~Redemption ~~December 31, 2024, we had cash held in the trust account of $1,122,381. We intend to use substantially all of the funds held in~~Impact ~~the~~on ~~trust~~Public ~~account,~~Float ~~including~~and ~~any~~Cash ~~amounts~~Available ~~representing~~In ~~interest~~connection ~~earned~~with in the ~~trust~~stockholder ~~account~~votes to ~~complete~~extend ~~our Initial Business Combination. We may withdraw interest to pay taxes. To~~ the ~~extent~~deadline ~~that our capital stock or debt is used, in whole or in part, as consideration~~ to complete ~~our~~an Initial Business Combination, ~~the~~we ~~remaining~~have ~~proceeds~~experienced ~~held~~significant inredemptions ~~the trust account will be used as working capital to finance the operations~~ of ~~the target business or businesses, make other acquisitions and pursue~~ our ~~growth~~public ~~strategies.~~shares:

~~As of~~● ~~December~~July ~~31,~~2023: ~~2024~~4, ~~we held cash in the amount of $68~~427,~~758~~969 ~~outside~~shares of the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an Initial Business Combination.redeemed

~~In order~~● toApril ~~fund~~2024: ~~finance transaction costs in connection with an Initial Business Combination~~2, ~~our sponsor or an affiliate of our sponsor or certain of our officers and directors may~~315,868 ~~but~~shares are not obligated to, loan us funds as may be required. If we complete an Initial Business Combination, we may repay such loaned amounts out of the proceeds of the trust account released to us. In the event that an Initial Business Combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts, but no proceeds from our trust account would be used for such repayment.redeemed

28● July 2024: 3,200 shares redeemed

~~If our~~● ~~estimate~~October of2025: ~~the costs of identifying a target business~~61,492 undertaking in-depth due diligence and negotiating an Initial Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Initial Business Combination. Moreover, we may need to obtain additional financing either to complete our Initial Business Combination or because we become obligated to redeem a significant number of our public shares upon consummation of our Initial Business Combination, in which case we may issue additional securities or incur debt in connection with such Initial Business Combination. Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our Initial Business Combination. If we are unable to complete our Initial Business Combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. In addition, following our Initial Business Combination, if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.redeemed

~~Franchise~~As a result, as of December 31, 2025, only 36,771 public shares remained outstanding, representing a reduction of over 99% of the public shares originally issued in the Initial Public Offering. These redemptions have substantially reduced the amount of cash available in the trust account and ~~Income~~have ~~Tax~~significantly ~~Withdrawals~~diminished ~~from~~our ~~Trust~~public ~~Account~~float.

Since the completion of its IPO on October 14, 2022, and through December 31, 2024, the Company withdrew $595,577 from the Trust Account to pay its liabilities related to the income taxes and Delaware franchise taxes. Through December 31, 2024, the Company remitted $215,265 to the Delaware franchise tax authorities, which resulted in excess of funds withdrawn from the Trust Account, but not remitted to the government authorities of $380,312. Additionally, as of December 31, 2024, the Company had accrued but unpaid income tax liability of $943,000, unpaid excise tax liability of $719,176 and unpaid liability for the Delaware franchise tax of $298,886. As of December 31, 2024, the Company had $68,758 in its operating bank account and had inadvertently used all of the funds withdrawn from the Trust Account for payments of other operating expenses not related to taxes. Management determined that this use of funds was not in accordance with the Trust Agreement.22

The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without additional withdrawals from the Trust Account~~, until the~~ ~~excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.~~Depletion

~~Going~~The ~~Concern~~aggregate amount held in the trust account has decreased materially as a result of the redemptions described above. As of December 31, 2025, the trust account balance was $406,761, compared to approximately $69.5 million immediately following the Initial Public Offering. While we have withdrawn an aggregate of $674,236 from the trust account to pay tax obligations, the primary driver of the reduction has been the payment of redemption proceeds to redeeming public stockholders.

InFranchise ~~connection with our assessment~~and ofIncome ~~going~~Tax ~~concern~~Withdrawals ~~considerations~~from in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” we have until October 18, 2025, assuming the monthly extension requirements are satisfied, to consummate a Business Combination. We are able to extend the date by which an Initial Business Combination must be consummated beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 each calendar month. We are able to extend the date by which an Initial Business Combination must be consummated beyond April 18, 2024 up to an additional nine times for an additional one month each time to January 18, 2025 upon the deposit into the Trust Account of $25,000 each calendar month, with monthly extension payments ceasing on July 5, 2024. We are able to extend the date by which an Initial Business Combination must be consummated beyond January 18, 2025 up to nine times for an additional one month each time to October 18, 2025. It is uncertain that we will be able to consummate a Business Combination by this time. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation and subsequent dissolution. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. Management intends to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should we be required to liquidate after the end of the Combination Period.

~~Off-Balance~~Since ~~Sheet~~the completion of its ~~Arrangements~~IPO on October 14, 2022, and through December 31, 2025, the Company withdrew $672,843 from the Trust Account in total to pay its liabilities related to the income taxes and Delaware franchise taxes. Through December 31, 2025, the Company remitted $215,265, $236,286 and $216,450 to the Delaware franchise tax authorities to pay its outstanding Delaware franchise tax of the fiscal year 2022, 2023 and 2024, respectively, which resulted in $4,842 in excess of the total withdrawn from the Trust Account not remitted to the tax payments, but held in HUDA’s operating account for upcoming tax payments, including the 2025 franchise tax, and not used for operating expenses. On December 31, 2025, HUDA regained the Certificate of Good Standing from the State of Delaware.

WeThe Company continues ~~did~~to ~~not~~incur ~~have~~further ~~any~~tax ~~off-balance~~liabilities ~~sheet~~and ~~arrangements~~intends asto ofcover ~~December~~such 31liabilities from the funds in its operating account, ~~2024.~~preserved funds for taxes and, if necessary, from the proceeds from the promissory note to Sponsor,

29Related-Party Financing

~~Contractual~~To finance transaction costs and working capital needs, our Sponsor ~~Obligations~~and its affiliates have provided financing through promissory notes and working capital advances. As of December 31, 2025, the principal amount outstanding under related-party promissory notes was $1,115,977. Under the Business Combination Agreement, obligations under Sponsor loans made prior to closing, up to an aggregate of $1.5 million, may be converted into Pubco ordinary shares at $10.00 per share at the closing of the proposed business combination.

~~We do~~Dependence not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than a three-year operating lease for a Lexus vehicle with an effective date of October 29, 2024, and will be expired in October 2027. This leaseon ~~offers~~Transaction ~~a purchase option at the end of the lease term and the Company has determined not to exercise it. The vehicle lease was classified as an operating lease.~~Closing

AsOur ofliquidity ~~December~~and ~~31, 2024,~~capital weresources ~~had~~are ~~recorded~~critically ~~deferred~~dependent ~~underwriting~~upon ~~commissions~~the ~~and~~successful ~~representative~~completion ~~shares~~ of ~~$2,723,060~~the ~~payable~~proposed ~~only~~Business ~~upon~~Combination ~~completion~~with ofAiways ~~our~~Europe. ~~Initial Business~~If the Business Combination, ~~which~~is ~~consisted~~not ofconsummated ~~commissions~~by ~~payable~~July in18, ~~cash of $2~~2026,~~395,855~~ ~~and~~we ~~representative~~will ~~shares~~be ~~issued~~required into ~~connection~~cease ~~with the~~all ~~Initial~~operations, ~~Public~~redeem ~~Offering.~~the Weoutstanding ~~agreed~~public toshares, ~~issue~~and dissolve toand ~~the~~liquidate. ~~underwriter~~In atthat ~~the~~event, ~~closing~~our ofrights ~~the~~will ~~Initial~~expire ~~Public~~worthless, ~~Offering~~our ~~136,906~~founder ~~representative~~ shares ~~(“Representative~~will ~~Shares”)~~become worthless, ~~due~~and toour ~~the~~public ~~partial~~stockholders may ~~exercise~~receive ofless than the ~~over-allotment,~~amount ~~which~~currently ~~will~~held bein ~~issued upon~~ the ~~completion of~~trust ~~our~~account ~~Initial~~on ~~Business~~a ~~Combination~~per-share basis.

~~Critical~~Going ~~Accounting Estimates~~Concern

~~The~~We ~~preparation~~have ofuntil ~~the~~July ~~financial~~18, ~~statements~~2026 ~~and~~to ~~related~~consummate ~~disclosures~~an inInitial ~~conformity~~Business ~~with~~Combination. ~~accounting~~If ~~principles~~we ~~generally~~are ~~accepted~~unable into ~~the~~do ~~United~~so, ~~States~~we ofwill ~~America~~be ~~requires management~~required to ~~make~~liquidate. ~~estimates~~Because ~~and~~we ~~assumptions~~have ~~that~~no ~~affect~~operating revenues, ~~the~~limited ~~reported~~cash ~~amounts~~outside ofthe ~~assets~~trust account and ~~liabilities,~~a ~~disclosure~~mandatory ofliquidation ~~contingent~~date ~~assets~~if a business combination is not completed, management ~~and~~has ~~liabilities~~determined atthat ~~the~~these ~~date~~conditions ofraise ~~the~~substantial ~~financial~~doubt ~~statements,~~about ~~and~~our ~~income~~ability ~~and~~to ~~expenses~~continue ~~during~~as ~~the~~a ~~periods~~going ~~reported~~concern. ~~Actual~~No ~~results~~adjustments ~~could~~have ~~materially~~been ~~differ~~made ~~from~~to ~~those~~the ~~estimates~~carrying amounts of assets or liabilities should we be required to liquidate after the end of the combination period.

~~The~~Off-Balance ~~Company’s significant~~Sheet ~~accounting estimates include but not limited to the valuation allowance for deferred tax assets and estimates and assumptions that affect the fair value of convertible promissory notes.~~Arrangements

~~ITEM~~We ~~7A.~~did ~~QUANTITATIVE~~not ~~AND~~have ~~QUALITATIVE~~any ~~DISCLOSURES~~off-balance sheet ~~ABOUT~~arrangements ~~MARKET~~as ~~RISK~~of December 31, 2025.

~~Not applicable~~Contractual ~~for smaller reporting companies.~~Obligations

~~ITEM~~Other 8.than ~~FINANCIAL~~our ~~STATEMENTS~~obligations under ~~AND~~related-party ~~SUPPLEMENTARY~~promissory ~~DATA~~notes, a three-year operating lease for a Lexus vehicle effective October 29, 2024, and our deferred underwriting commissions and representative shares payable upon completion of our Initial Business Combination, we do not have material long-term debt, capital lease obligations or other long-term contractual commitments.

~~This~~As of December 31, 2025, ~~information~~deferred ~~appears~~underwriting ~~following~~commissions ~~Item~~and 15representative shares totaled $2,723,060, consisting of ~~this~~cash ~~annual~~commissions ~~report~~of $2,395,855 and isrepresentative shares ~~included~~issuable ~~herein~~in byconnection ~~reference~~with the Initial Public Offering.

~~ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE~~23

~~(a) Dismissal~~Critical ~~of Independent Registered Public~~ Accounting ~~Firm~~ Estimates

~~On May 16,~~The ~~2024,~~preparation ~~the audit committee~~ of ~~the~~our ~~board of directors of Hudson Acquisition I Corp. (the “Company”) approved the dismissal~~financial ofstatements ~~UHY~~in ~~LLP~~conformity ~~(“UHY”) as the Company’s independent registered public accounting firm~~ with ~~effect from June 1, 2024~~U.S. ~~The reports~~GAAP ofrequires ~~UHY~~management on the Company’s consolidated financial statements for the fiscal years ended December 31, 2022 and December 31, 2021 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to ~~uncertainty,~~make ~~audit~~estimates ~~scope or accounting principles. During the fiscal years ended December 31, 2022~~ and ~~December~~assumptions ~~31,~~that ~~2021~~affect and through May 16, 2024, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with UHY on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the ~~satisfaction~~amounts ofreported ~~UHY have caused UHY to make reference thereto~~ in ~~its reports on~~ the ~~consolidated~~ financial statements ~~for~~ ~~such years. During the fiscal years ended December 31, 2022~~ and ~~December~~accompanying ~~31,~~notes. ~~2021~~Our ~~and~~significant ~~through May~~accounting ~~16,~~estimates ~~2024,~~include ~~there~~the ~~have~~valuation ~~been~~allowance ~~no “reportable~~for ~~events”~~deferred ~~(as~~tax ~~defined in Item 304(a)(1)(v) of Regulation S-K)~~assets.

~~The Company~~ITEM ~~provided~~7A. ~~UHY~~QUANTITATIVE aAND ~~copy~~QUALITATIVE ~~of the disclosure it is making herein in response to Item 304(a) of Regulation S-K, and requested that~~DISCLOSURES ~~UHY~~ABOUT ~~provide~~MARKET the Company with a copy of its letter addressed to the Securities and Exchange Commission (the “SEC”), pursuant to Item 304(a)(3) of Regulation S-K, stating whether or not UHY agrees with the statements related to them made by the Company in this report.RISK

30Not applicable for smaller reporting companies.

~~(b) Newly~~ITEM ~~Engaged~~8. ~~Independent~~FINANCIAL ~~Registered~~STATEMENTS ~~Public~~AND ~~Accounting Firm~~SUPPLEMENTARY DATA

~~On May~~This ~~16,~~information ~~2024,~~appears ~~the~~following ~~audit~~Item ~~committee~~15 of ~~the~~this ~~board~~annual of directors of the Company approved the appointment of WWC, P.C. (“WWC”) as the Company’s new independent registered public accounting firm, effective June 1, 2024, to perform independent audit services for the fiscal year ending December 31, 2023. During the fiscal years ended December 31, 2022 and December 31, 2021 and through May 16, 2024, neither the Company, nor anyone on its behalf, consulted WWC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to the consolidated financial statements of the Company, and no written report or oral advice was provided to the Company by WWC that was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of Regulation S-K and ~~the related instructions) or a “reportable event” (as that term~~ is ~~defined~~included inherein ~~Item~~by ~~304(a)(1)(v) of Regulation S-K)~~reference.

ITEM 9A9. ~~CONTROLS~~CHANGES IN AND ~~PROCEDURES~~DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

~~Disclosure controls and procedures~~(a) ~~are~~Dismissal ~~controls~~of ~~and~~Independent ~~other~~Registered ~~procedures~~Public ~~that~~Accounting are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, namely our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Firm

~~Evaluation~~On April 8, 2026, the audit committee of ~~Disclosure~~the ~~Controls~~board of directors of Hudson Acquisition I Corp. (the “Company”) approved the dismissal of WWC, P.C. (“WWC”) as the Company’s independent registered public accounting firm with effective immediately. The reports of WWC on the Company’s consolidated financial statements for the fiscal years ended December 31, 2024 and ~~Procedures~~December 31, 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the fiscal years ended December 31, 2024 and December 31, 2023 and through April 8, 2026, there have been no “disagreements” (as defined in Item 304(a)(1)(iv) of Regulation S-K and related instructions) with WWC on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of WWC have caused WWC to make reference thereto in its reports on the consolidated financial statements for such years. During the fiscal years ended December 31, 2024 and December 31, 2023 and through April 8, 2026, there have been no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K).

AsThe Company ~~required~~provided byWWC ~~Rules~~a ~~13a-15 and~~copy ~~15d-15~~of ~~under~~ the ~~Exchange~~disclosure ~~Act,~~it ~~our~~is ~~Chief~~making ~~Executive~~herein ~~Officer~~in ~~and~~response ~~Chief~~to ~~Financial~~Item ~~Officer~~304(a) ~~carried~~of ~~out~~Regulation anS-K, ~~evaluation~~and ofrequested ~~the~~that ~~effectiveness~~WWC ofprovide the ~~design~~Company ~~and~~with ~~operation~~a copy of ~~our~~its ~~disclosure~~letter ~~controls~~addressed ~~and~~to ~~procedures~~the asSecurities ofand ~~December~~Exchange ~~31,~~Commission ~~2024.~~(the ~~Based upon their evaluation~~“SEC”), ~~our~~pursuant ~~Chief~~to ~~Executive~~Item ~~Officer~~304(a)(3) ~~and~~of ~~Chief~~Regulation ~~Financial~~S-K, ~~Officer~~stating ~~concluded~~whether ~~that~~or ~~our~~not ~~disclosure~~WWC ~~controls~~agrees ~~and~~with ~~procedures~~the ~~(as~~statements ~~defined~~related into ~~Rules~~them ~~13a-15(e)~~made ~~and 15d-15(e)~~by ~~under~~ the ~~Exchange~~Company ~~Act)~~in ~~were~~this ~~effective~~report.

~~Report of Management on Internal Control over Financial Reporting~~ 24

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting (~~as defined in Rule 13a-15(f~~b) ~~ender~~Newly ~~the~~Engaged ~~Exchange~~Independent ~~Act)~~Registered ~~includes~~Public ~~those~~Accounting policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.Firm

~~Because~~On April 8, 2026, the audit committee of ~~its~~the ~~inherent~~board ~~limitations~~of directors of the Company approved the appointment of HCL,PLLC (“HCL”) as ~~internal~~the ~~control~~Company’s ~~over~~new ~~financial~~independent ~~reporting~~registered ~~may~~public ~~not~~accounting ~~prevent~~firm oreffective ~~detect~~immediately, ~~misstatements~~to perform independent audit services for the fiscal year ending December 31, 2025. ~~Also~~During the fiscal years ended December 31, ~~projections~~2024 ofand ~~any~~December ~~evaluation~~31, 2023 and through April 8, 2026, neither the Company, nor anyone on its behalf, consulted HCL regarding either (i) the application of ~~effectiveness~~accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered with respect to ~~future~~the ~~periods~~consolidated ~~are~~financial statements ~~subject~~of the Company, and no written report or oral advice was provided to the ~~risk~~Company by HCL that ~~controls~~was ~~may~~an ~~become~~important ~~inadequate~~factor ~~because~~considered by ofthe ~~changes~~Company in ~~conditions~~reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the ~~degree~~subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of ~~compliance~~ ~~with~~Regulation S-K and the ~~policies~~related instructions) or ~~procedures~~a ~~may~~“reportable event” ~~deteriorate~~(as that term is defined in Item 304(a)(1)(v) of Regulation S-K).

~~Management~~ITEM (with the participation of the CEO and CFO) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission9A. ~~Based~~CONTROLS onAND ~~this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2024.~~PROCEDURES

31Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is accumulated and communicated to management, namely our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. The preparation of the Business Combination and related financial disclosures has increased the complexity of our financial reporting processes.

~~This~~Evaluation ~~annual report does not include an attestation report~~ of ~~the~~Disclosure ~~Company’s~~Controls ~~independent~~and registered public accounting firm regarding internal control over financial reporting. As an emerging growth company, the management’s report is not subject to attestation by our independent registered public accounting firm.Procedures

~~Changes~~As inrequired ~~Internal~~by ~~Control~~Rules ~~over~~13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness ~~Reporting~~of the design and operation of our disclosure controls and procedures as of December 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

~~During the~~Report ~~period~~of ~~from~~Management ~~January~~on ~~13,~~Internal ~~2021 through December 31, 2024, there has been no change in our internal control over financial reporting~~Control ~~that has materially affected, or is reasonably likely to materially affect, our internal control~~ over ~~financial~~Financial ~~reporting.~~Reporting

~~ITEM~~Management 9Bis responsible for establishing and maintaining adequate internal control over financial reporting for the Company. ~~OTHER~~Internal ~~INFORMATION~~control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting (as defined in Rule 13a-15(f) ender the Exchange Act) includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

~~None~~Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

~~ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS~~25

~~Not~~Management (with the participation ~~applicable~~of the CEO and CFO) conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2025. Notwithstanding this conclusion, management identified a control deficiency related to the calculation of redemption payments that resulted in an overpayment of approximately $819,949. However, management has determined that this deficiency does not constitute a material weakness because insert specific, credible rationale, e.g., it was an isolated incident, has been remediated, or did not affect the overall reliability of financial reporting. Management has since implemented enhanced review procedures for all future redemption calculations.

~~ITEM~~Management’s conclusion 10regarding the effectiveness of internal control over financial reporting is separate from, and does not modify, the substantial doubt about the Company’s ability to continue as a going concern, as discussed in Note 1 to the financial statements and in Item 7 of this report. ~~DIRECTORS~~The assessment of internal controls is based on their design and operation for the purpose of producing reliable financial statements as of December 31, ~~EXECUTIVE~~2025. ~~OFFICERS~~It ~~AND~~does ~~CORPORATE~~not ~~GOVERNANCE~~provide assurance on the Company’s future viability or its ability to consummate an Initial Business Combination. Management believes that, despite the going concern uncertainty, the controls that govern the preparation of the financial statements for the year ended December 31, 2025, were operating effectively.

~~Officers~~This ~~and~~annual ~~Directors~~report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. As an emerging growth company, the management’s report is not subject to attestation by our independent registered public accounting firm.

~~As of~~Changes ~~the~~in ~~date~~Internal ofControl ~~this~~over ~~annual report, our officers and directors are as follows:~~Financial Reporting

Name	Age	Position
Warren Wang	54	Chief Executive Officer
Pengfei Xie	55	Chief Financial Officer
Rodobaldo Duartes	56	Independent Director
Chiang Hsien	63	Independent Director
Lixin Wu	60	Independent Director
Hong Chen	57	Independent Director

During the period from January 13, 2021 through December 31, 2025, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Warren Wang,~~ITEM our Chief Executive Officer and Chairman of the Board is a results-driven chief executive officer with over 20 years of experience in financing, listing, and capital operations (including 15 years of working on Wall Street)9B. HeOTHER is well-versed in the Chinese and American Capital Markets and the practical integration of the globalized industrial chain. Mr. Wang has expertise in managing and planning domestic and overseas corporate financing listing and investment, international merger and acquisition fund collaboration, Sino-US cross-border investment, and mergers & acquisitions. Mr. Wang is also Knowledgeable in finance, advanced technologies, high-end manufacturing, education, environmental protection, and modern service industries. Mr. Wang skillfully applies the capital operation methods including private equity financing (PE), convertible debt financing, domestic and overseas direct listing financing (IPO), backdoor listing (Reverse Mergers), application of VIE in the overseas legal system, SPAC (special purpose Acquisitions and listings), and various methods of company mergers and acquisitions. Mr. Wang graduates from Peking University, with an EMBA degree from Guanghua School of Management. Prior to serving as the CEO of HUDA, Mr. Wang is also CEO and board member of some other private investment management companies, including PX SPAC Capital Inc., PX Capital US Inc. Mr. Wang was also the CEO of SSLJ.com, another NASDAQ-listed public company from 2018-2019. Before that, Mr. Wang worked as a well-known financial advisor at Wall Street IPO Consulting Inc. from 2011 to 2018.INFORMATION

~~Pengfei Xie,~~ ~~our Chief Financial Officer, also serves as a member of the MIT Sloan School Executive Board (Americas) and a Board member for the Peking University Education Foundation (USA)~~None. Mr. Xie, over the past twenty years, has gained extensive experience in financial market analysis and investment advisory services. Mr. Xie started his career as a Fixed Income Analyst at a New York-based hedge fund in 1997. Later in 1999, he joined General Motors Asset Management Corp. as an Analyst and was later promoted to the Fund Manager position with the responsibility of overseeing and managing the company’s Global Portable Alpha Fund and the Multi-Sector Bond Fund. From 2006 to 2009, Mr. Xie served as Senior Analyst focusing on Credit and Fixed Income strategies and later as the Head of Relative Value and a member of the Investment Committee of EIM Management (USA). In April 2009, Mr. Xie became the Managing Director of Investments of EIM and later in 2012 joined the Advisory Board of EIM. Since August 2012 till now, Mr. Xie has been serving as the Managing Member and Chief Investment Officer of PX Global Advisors, LLC, an investment advisory firm founded by him. Mr. Xie’s representative investment portfolio includes Elroy Air Inc., Peloton Interactive, Inc., and Afterpay Limited. Mr. Xie holds a Master of Business Administration degree from the Massachusetts Institute of Technology and a Bachelor of Science from Peking University.

32ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

~~Rodobaldo~~Not “Rolo” Duartes, our independent director, is the founder and managing partner of DoubleDay Engineering, LLC (“DoubleDay”), an engineering development firm specializing in infrastructure development, commercial real-estate investment, and federal contractingapplicable. Mr. Duartes is a Registered Professional Engineer (P.E.), with over 25 years of experience in construction, development, forensics engineering and management. Prior to founding DoubleDay, Mr. Duartes was an Executive Vice President of Sales for Univision Communications, a leading Hispanic media company in the U.S., where he oversaw 65 sales executives and over $600 million in Madison Avenue agency business. He was an M&A investment banker at Bear Stearns from 1999 to 2002. Mr. Duartes earned a B.S. in Electrical Engineering from the University of Florida, an M.B.A. from Columbia Business School, and an M.P.A. from the Kennedy School of Government at Harvard University.

Chiang Hsien, our independent director, has over 30 years of experience in investment and asset management. Since 2020, Mr. Hsien has been working as an independent consultant for various corporations on a part-time basis. From 2016 to 2019, he was an advisor to the Chairman of the Pacific Millennium Group, a leading packaging supplier in China. From 2013 to 2016, Mr. Hsien was a Partner and Chief Representative in Asia for Lingohr & Partner Asset Management, a German asset management company. From 2008 to 2012, Mr. Hsien was Chief Representative and Director of Allianz Global Investors Hong Kong Ltd., and CEO of the Shanghai Representative Office. Allianz Global Investors is a global asset management company and a subsidiary of Allianz SE. From 2003 to 2008, Mr. Hsien was Chief Executive Officer and Director of Guotai Junan-Allianz Asset Management, which is one of the first joint-venture mutual fund management companies established in China. From 2000 to 2003, Mr. Hsien was Chief Executive Officer and Managing Director of Dresdner Securities Investment Trust Enterprise Taiwan (now Allianz Asset Management Taiwan). Mr. Hsien has a Bachelor of Arts Degree from University of International Relations Beijing (China), an MBA degree from the Christian Albrecht University of Kiel in Germany and attended Executive Programs at INSEAD and at Harvard University.26

~~Lixin Wu,~~Part our independent director, is an investment manager with over 15 years of experiences in real estate, automotive trading and financing firms. He is the President of Bauing Group USA Ltd., the U.S. subsidiary of Bauing Group (SZ.2047) since 2016, a Chinese leading integrated design enterprise. Mr. Wu is also the Managing Director of CASB Ventures LLC since 2000. CASB LLC is an angel investment fund focusing on high tech companies. Mr. Wu earned a Bachelor of Science in Physics from Peking University in China and a Master of Science in Physics from Worcester Polytechnic Institute in Massachusetts, U.S.III

~~Hong Chen,~~ITEM ~~an independent director, was a member of the first graduating class of Guanghua School of Management’s MBA program, Peking University~~10. ~~Mr. Chen is also an apprentice to Professor Cao Fengqi~~DIRECTORS, ~~a well-known Chinese financial~~ ~~expert.~~EXECUTIVE ~~Mr.~~OFFICERS ~~Chen~~AND ~~has~~CORPORATE held key positions in many technology and investment companies, where he accumulated extensive experience in corporate management and investment experience in capital markets in Hong Kong and mainland China. Mr. Chen has been the chairman at Grand Cartel Securities Co., Ltd since 2014. Prior to that, Mr. Chen served as the chairman of China Internet Education Group from 2008 to 2014. He held the position of Chief Executive Officer at Peking University Business Network from 2002 to 2008 and at Shenzhen Chenrun Investment Company from 1998 to 2002. In the past two decades, he has led and participated in dozens of Chinese companies’ listings and capital operations in Hong Kong. The value of his mergers and acquisitions has been over tens of billions of RMB yuan.GOVERNANCE

~~Number and Terms of Office of~~ Officers and Directors

~~We have~~As ~~five~~of ~~directors on~~ the ~~Board~~date of ~~Directors.~~this Inannual ~~accordance with Nasdaq corporate governance requirements~~report, ~~we are not required to hold~~our anexecutive ~~annual~~officers ~~meeting~~and ~~until~~directors ~~one~~are ~~full~~as ~~year after our first fiscal year end following our listing on Nasdaq.~~follows:

33On April 10, 2025, Mr. Rodobaldo Duartes resigned from our board of directors, effective immediately. Following his resignation, Mr. Hong Chen temporarily began serving as a member of the Audit Committee, a member of the Nominating and Corporate Governance Committee, and Chair of the Compensation Committee.

~~Our officers~~Biographical are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other offices as may be determined by the board of directors.Information

Committees of the Board of Directors

Name	Age	Position
Warren Wang	55	Chief Executive Officer
Pengfei Xie	56	Chief Financial Officer
Rodobaldo Duartes	57	Independent Director
Chiang Hsien	64	Independent Director
Lixin Wu	61	Independent Director
Hong Chen	58	Independent Director

~~Our~~Warren ~~board~~Wang, our Chief Executive Officer and Chairman of ~~directors~~the ~~will~~Board ~~have~~is ~~two~~a ~~standing~~results-driven ~~committees:~~chief anexecutive ~~audit~~officer ~~committee~~with over 20 years of experience in financing, listing, and acapital ~~compensation~~operations ~~committee~~(including 15 years of working on Wall Street). ~~Subject~~He tois ~~phase~~well-versed in ~~rules~~ the Chinese and American Capital Markets and athe ~~limited~~practical ~~exception~~integration of the globalized industrial chain. Mr. Wang has expertise in managing and planning domestic and overseas corporate financing listing and investment, ~~NASDAQ~~international ~~rules~~merger and ~~Rule 10A~~acquisition fund collaboration, Sino-~~3 of~~US ~~the~~cross-border investment, ~~Exchange~~and ~~Act~~mergers ~~require~~& ~~that~~acquisitions. Mr. Wang is also Knowledgeable in finance, advanced technologies, high-end manufacturing, education, environmental protection, and modern service industries. Mr. Wang skillfully applies the ~~audit~~capital ~~committee~~operation methods including private equity financing (PE), convertible debt financing, domestic and overseas direct listing financing (IPO), backdoor listing (Reverse Mergers), application of aVIE ~~listed~~in the overseas legal system, SPAC (special purpose Acquisitions and listings), and various methods of company bemergers ~~comprised~~and ~~solely~~acquisitions. Mr. Wang graduates from Peking University, with an EMBA degree from Guanghua School of ~~independent~~Management. ~~directors~~Prior to serving as the CEO of HUDA, Mr. Wang is also CEO and ~~NASDAQ~~board ~~rules~~member ~~require~~of ~~that~~some ~~the~~other ~~compensation~~private ~~committee~~investment management companies, including PX SPAC Capital Inc., PX Capital US Inc. Mr. Wang was also the CEO of aSSLJ.com, another NASDAQ-listed public company ~~each~~from be2018-2019. ~~comprised~~Before ~~solely~~that, ofMr. ~~independent~~Wang ~~directors~~worked as a well-known financial advisor at Wall Street IPO Consulting Inc. from 2011 to 2018.

~~Audit~~Pengfei Xie, our Chief Financial Officer, also serves as a member of the MIT Sloan School Executive Board (Americas) and a Board member for the Peking University Education Foundation (USA). Mr. Xie, over the past twenty years, has gained extensive experience in financial market analysis and investment advisory services. Mr. Xie started his career as a Fixed Income Analyst at a New York-based hedge fund in 1997. Later in 1999, he joined General Motors Asset Management Corp. as an Analyst and was later promoted to the Fund Manager position with the responsibility of overseeing and managing the company’s Global Portable Alpha Fund and the Multi-Sector Bond Fund. From 2006 to 2009, Mr. Xie served as Senior Analyst focusing on Credit and Fixed Income strategies and later as the Head of Relative Value and a member of the Investment Committee of EIM Management (USA). In April 2009, Mr. Xie became the Managing Director of Investments of EIM and later in 2012 joined the Advisory Board of EIM. Since August 2012 till now, Mr. Xie has been serving as the Managing Member and Chief Investment Officer of PX Global Advisors, LLC, an investment advisory firm founded by him. Mr. Xie’s representative investment portfolio includes Elroy Air Inc., Peloton Interactive, Inc., and Afterpay Limited. Mr. Xie holds a Master of Business Administration degree from the Massachusetts Institute of Technology and a Bachelor of Science from Peking University.

WeRodobaldo Duartes, HUDA’s independent director, is the founder ~~have~~and ~~established~~managing partner of DoubleDay Engineering, LLC (“DoubleDay”), an ~~audit~~engineering ~~committee~~development offirm ~~our~~specializing ~~board~~in ofinfrastructure development, ~~directors~~commercial real-estate investment, and federal contracting. ~~Messrs~~Mr. Duartes is a Registered Professional Engineer (P.E.), ~~Hsien~~with over 25 years of experience in construction, development, forensics engineering and Wumanagement. ~~serve~~Prior asto ~~members~~founding DoubleDay, Mr. Duartes was an Executive Vice President of ~~our~~Sales ~~audit~~for ~~committee~~Univision Communications, a leading Hispanic media company in the U.S., where he oversaw 65 sales executives and over $600 million in Madison Avenue agency business. He was an M&A investment banker at Bear Stearns from 1999 to 2002. Mr. ~~Lixin~~ WuDuartes isearned a B.S. in Electrical Engineering from the ~~chair~~University of Florida, an M.B.A. from Columbia Business School, and an M.P.A. from the ~~audit~~Kennedy ~~committee~~School of Government at Harvard University.

Under Nasdaq listing standards and applicable SEC rules, we are required to have at least three members of the audit committee, all of whom must be independent. Each of Messrs. Duartes, Hsien and Wu meets the independent director standard under NASDAQ listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.27

~~Each~~Chiang ~~member~~Hsien, our independent director, has over 30 years of experience in investment and asset management. Since 2020, Mr. Hsien has been working as an independent consultant for various corporations on a part-time basis. From 2016 to 2019, he was an advisor to the ~~audit~~Chairman ~~committee~~of the Pacific Millennium Group, a leading packaging supplier in China. From 2013 to 2016, Mr. Hsien was a Partner and Chief Representative in Asia for Lingohr & Partner Asset Management, a German asset management company. From 2008 to 2012, Mr. Hsien was Chief Representative and Director of Allianz Global Investors Hong Kong Ltd., and CEO of the Shanghai Representative Office. Allianz Global Investors is ~~financially~~a ~~literate~~global asset management company and ~~our~~a ~~board~~subsidiary of ~~directors~~Allianz ~~has~~SE. ~~determined~~From ~~that~~2003 to 2008, Mr. ~~Lixin~~Hsien was WuChief ~~qualifies~~Executive asOfficer anand Director of Guotai Junan-Allianz Asset Management, which is one of the first joint-venture mutual ~~“audit~~fund ~~committee~~management ~~financial~~companies ~~expert”~~established asin ~~defined~~China. From 2000 to 2003, Mr. Hsien was Chief Executive Officer and Managing Director of Dresdner Securities Investment Trust Enterprise Taiwan (now Allianz Asset Management Taiwan). Mr. Hsien has a Bachelor of Arts Degree from University of International Relations Beijing (China), an MBA degree from the Christian Albrecht University of Kiel in ~~applicable~~Germany ~~SEC~~and attended ~~rules~~Executive Programs at INSEAD and at Harvard University.

WeLixin ~~have~~Wu, ~~adopted~~our independent director, is an ~~audit~~investment ~~committee~~manager ~~charter~~with over 15 years of experiences in real estate, ~~which~~automotive ~~provides~~trading and financing firms. He is the ~~principal~~President ~~functions~~of Bauing Group USA Ltd., the U.S. subsidiary of Bauing Group (SZ.2047) since 2016, a Chinese leading integrated design enterprise. Mr. Wu is also the ~~audit~~Managing ~~committee~~Director of CASB Ventures LLC since 2000. CASB LLC is an angel investment fund focusing on high tech companies. Mr. Wu earned a Bachelor of Science in Physics from Peking University in China and a Master of Science in Physics from Worcester Polytechnic Institute in Massachusetts, ~~including:~~U.S.

●Hong Chen, ~~the~~an ~~appointment~~independent director, ~~compensation~~was a member of the first graduating class of Guanghua School of Management’s MBA program, ~~retention~~Peking University. Mr. Chen is also an apprentice to Professor Cao Fengqi, ~~replacement~~a well-known Chinese financial expert. Mr. Chen has held key positions in many technology and investment companies, where he accumulated extensive experience in corporate management and ~~oversight~~investment experience in capital markets in Hong Kong and mainland China. Mr. Chen has been the chairman at Grand Cartel Securities Co., Ltd since 2014. Prior to that, Mr. Chen served as the chairman of China Internet Education Group from 2008 to 2014. He held the ~~work~~position of Chief Executive Officer at Peking University Business Network from 2002 to 2008 and at Shenzhen Chenrun Investment Company from 1998 to 2002. In the ~~independent~~past ~~registered~~two ~~public~~decades, ~~accounting~~he ~~firm~~has ~~engaged~~led byand ~~us;~~participated in dozens of Chinese companies’ listings and capital operations in Hong Kong. The value of his mergers and acquisitions has been over tens of billions of RMB yuan.

●Number ~~pre-approving all audit~~ and ~~permitted~~Terms ~~non-audit~~of ~~services~~Office toof beOfficers ~~provided by the independent registered public accounting firm engaged by us,~~ and ~~establishing pre-approval policies and procedures;~~ Directors

●Our ~~setting~~officers ~~clear~~are ~~hiring~~appointed by ~~policies~~the ~~for~~board ~~employees~~of ordirectors ~~former~~and ~~employees~~serve at the discretion of the ~~independent~~board. ~~registered~~Our ~~public~~directors ~~accounting~~serve ~~firm,~~until ~~including~~their ~~but~~successors ~~not~~are ~~limited~~duly ~~to,~~elected asand ~~required~~qualified, subject byto ~~applicable~~earlier ~~laws~~resignation, ~~and~~removal ~~regulations;~~or death.

●Our officers ~~setting~~are ~~clear~~appointed ~~policies~~by the board of directors and serve at the discretion of the board of directors, rather than for ~~audit~~specific ~~partner~~terms of ~~rotation~~office. Our board of directors is authorized to appoint persons to the offices set forth in ~~compliance~~our ~~with~~bylaws ~~applicable~~as ~~laws~~it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and ~~regulations;~~such other offices as may be determined by the board of directors.

● obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;28

●Committees ~~reviewing and approving any related party transaction required to be disclosed pursuant to Item 404~~ of ~~Regulation S-K promulgated by~~ the ~~SEC~~Board ~~prior~~of ~~to us entering into such transaction; and~~Directors

●Audit reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.Committee

34We have established an audit committee of our board of directors. Messrs. Chen, Hsien and Wu serve as members of our audit committee, and Mr. Lixin Wu is the chair of the audit committee.

~~Compensation~~Each member ~~Committee~~of the audit committee is financially literate and our board of directors has determined that Mr. Lixin Wu qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have ~~established~~adopted aan ~~compensation~~audit committee ~~of our board of directors. Messrs. Duartes and Hsien serve as members of our compensation committee. Under Nasdaq listing standards and applicable SEC rules~~charter, wewhich ~~are~~provides ~~required~~the toprincipal ~~have~~functions ~~at least two members~~ of the ~~compensation~~audit committee, ~~all of whom must be independent. Messrs. Duartes and Hsien are independent and Mr. Rodobaldo Duartes chairs the compensation committee.~~including:

~~We have~~● ~~adopted~~the aappointment, compensation, ~~committee~~retention, ~~charter~~replacement, ~~which~~and ~~details~~oversight of the ~~principal~~work ~~functions~~ of the ~~compensation~~independent ~~committee,~~registered ~~including:~~public accounting firm engaged by us;

● ~~reviewing and~~ pre-approving onall anaudit ~~annual basis the corporate goals~~ and ~~objectives~~permitted ~~relevant~~non-audit services to ~~our~~be ~~Chief~~provided ~~Executive~~by ~~Officer’s~~the ~~compensation,~~independent ifregistered ~~any~~public isaccounting ~~paid~~firm engaged by us, ~~evaluating our Chief Executive Officer’s performance in light of such goals~~ and ~~objectives~~establishing ~~and~~pre-approval ~~determining~~policies and ~~approving the remuneration (if any) of our Chief Executive Officer based on such evaluation~~procedures;

● ~~reviewing~~setting ~~and~~clear ~~approving~~hiring onpolicies anfor ~~annual~~employees ~~basis~~or former employees of the ~~compensation,~~independent ifregistered ~~any~~public isaccounting ~~paid~~firm, byincluding usbut not limited to, ofas ~~all~~required ofby ~~our~~applicable ~~other~~laws ~~officers~~and regulations;

● ~~reviewing~~setting onclear anpolicies ~~annual~~for ~~basis~~audit ~~our~~partner ~~executive~~rotation ~~compensation~~in ~~policies~~compliance with applicable laws and ~~plans~~regulations;

● ~~implementing~~obtaining and ~~administering~~reviewing ~~our~~a ~~incentive~~report, ~~compensation~~at ~~equity~~least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-~~based~~control ~~remuneration~~procedures, ~~plans~~(ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all relationships between the independent registered public accounting firm and us to assess the independent registered public accounting firm’s independence;

● ~~assisting~~reviewing ~~management~~and inapproving ~~complying~~any ~~with~~related ~~our~~party ~~proxy~~transaction ~~statement~~required ~~and~~to ~~annual~~be ~~report~~disclosed ~~disclosure~~pursuant ~~requirements~~to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

● ~~approving~~reviewing ~~all~~with ~~special perquisites~~management, ~~special~~the ~~cash~~independent ~~payments~~registered public accounting firm, and ~~other~~our ~~special~~legal ~~compensation~~advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and ~~benefit~~any ~~arrangements~~employee ~~for~~complaints or published reports that raise material issues regarding our ~~officers~~financial statements or accounting policies and ~~employees;~~any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

~~● if required, producing a report on executive compensation to be included in our annual proxy statement; and~~29

●Compensation ~~reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.~~Committee

~~Notwithstanding~~The ~~the~~Compensation ~~foregoing,~~Committee ascurrently ~~indicated~~consists ~~above, other than the payment to our sponsor or its affiliate~~ of $20,000 per month for office space, utilities and secretarial and administrative support, reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an Initial Business CombinationMessrs. ~~Accordingly,~~Hong itChen ~~is likely that prior to the consummation of an Initial Business Combination, the compensation committee will only be responsible for the review~~ and ~~recommendation of~~Chiang ~~any compensation arrangements to be entered into in connection with such Initial Business Combination. The charter will also provide that the compensation committee may~~Hsien, ~~in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser~~ and ~~will be directly responsible for the appointment, compensation and oversight of the work of any such adviser~~Mr. ~~However, before~~Chen ~~engaging~~serves oras receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SECchair.

~~Nominating~~We have ~~and~~adopted ~~Corporate~~a ~~Governance~~compensation ~~Committee~~committee charter, which details the principal functions of the compensation committee, including:

~~We have~~● ~~established~~reviewing aand ~~nominating~~approving ~~and~~on an annual basis the corporate ~~governance~~goals ~~committee~~and ofobjectives relevant to our ~~board~~Chief ofExecutive ~~directors.~~Officer’s ~~Messrs.~~compensation, ~~Duartes~~if ~~and~~any ~~Hsien~~is ~~serve~~paid asby ~~members of~~us, evaluating our ~~nominating~~Chief ~~and~~Executive ~~corporate~~Officer’s ~~governance~~performance ~~committee.~~in ~~Messrs.~~light ~~Duartes~~of such goals and ~~Hsien~~objectives ~~are~~and ~~independent~~determining ~~under~~and approving the ~~Nasdaq~~remuneration ~~rules~~(if ~~and~~any) ~~Mr. Hsien chairs~~of ~~the~~our ~~nominating~~Chief ~~and~~Executive ~~corporate~~Officer ~~governance~~based ~~committee.~~on such evaluation;

~~The guidelines~~● ~~for~~reviewing ~~selecting~~and ~~nominees,~~approving ~~which~~on ~~are~~an ~~specified~~annual inbasis the ~~Nominating~~compensation, ~~Committee~~if ~~Charter,~~any ~~generally~~is ~~provide~~paid ~~that~~by ~~persons~~us, toof beall ~~nominated:~~of our other officers;

● ~~should~~reviewing ~~have~~on ~~demonstrated~~an ~~notable~~annual orbasis ~~significant~~our ~~achievements~~executive incompensation ~~business,~~policies ~~education~~and ~~or public service~~plans;

● ~~should~~implementing ~~possess the requisite intelligence, education~~ and ~~experience~~administering toour ~~make~~incentive acompensation ~~significant~~equity-based ~~contribution~~remuneration ~~to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations~~plans; ~~and~~

● ~~should~~assisting ~~have~~management ~~the~~in ~~highest~~complying ~~ethical~~with ~~standards,~~our aproxy ~~strong~~statement ~~sense of professionalism~~ and ~~intense~~annual ~~dedication~~report todisclosure ~~serving the interests of the stockholders.~~requirements;

35● approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

~~The nominating~~● ~~and~~if ~~corporate governance committee will consider a number of qualifications relating to management and leadership experience~~required, ~~background~~ ~~and~~producing ~~integrity and professionalism in evaluating~~ a ~~person’s~~report ~~candidacy for membership~~ on ~~the~~executive ~~board~~compensation ~~of directors. The nominating and corporate governance committee may require certain skills or attributes, such as financial or accounting experience,~~ to ~~meet~~be ~~specific board~~included ~~needs~~in that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board of directors will also consider director candidates recommended for nomination by our ~~stockholders during such times as they are seeking proposed nominees to stand for election at the next~~ annual ~~meeting~~proxy ofstatement; stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws. The nominating and ~~corporate governance committee does not distinguish among nominees recommended by stockholders and other persons.~~

~~Compensation~~● ~~Committee~~reviewing, ~~Interlocks~~evaluating and ~~Insider Participation~~recommending changes, if appropriate, to the remuneration for directors.

~~None~~Notwithstanding the foregoing, as indicated above, other than the payment to our sponsor or its affiliate of $20,000 per month for office space, utilities and secretarial and administrative support, reimbursement of expenses, no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, ~~currently~~directors ~~serves~~or any of their respective affiliates, prior to, or for any services they render in order to effectuate the ~~past~~consummation ~~year~~of ~~has~~an ~~served~~Initial Business Combination. Accordingly, asit ais ~~member~~likely that prior to the consummation of an Initial Business Combination, the compensation committee will only be responsible for the review and recommendation of any ~~entity~~compensation arrangements to be entered into in connection with such Initial Business Combination. The charter also provides that the ~~has~~compensation ~~one~~committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or ~~more~~receiving ~~officers~~advice ~~serving~~from ona ~~our~~compensation ~~board~~consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of ~~directors~~each such adviser, including the factors required by the SEC.

~~Code~~Nominating ofand ~~Ethics~~Corporate Governance Committee

We have ~~adopted~~established a ~~Code~~nominating ~~of Ethics applicable to our directors, officers~~ and ~~employees.~~corporate ~~You~~governance ~~will~~committee beof ~~able to review these documents by accessing~~ our ~~public~~board ~~filings~~of atdirectors. ~~the SEC’s web site at www~~Messrs.~~sec.gov.~~ InChen ~~addition,~~and aHsien ~~copy~~serve ofas ~~the~~members ~~Code~~ of ~~Ethics will be provided~~ ~~without~~our ~~charge~~nominating ~~upon~~and ~~request~~corporate ~~from~~governance uscommittee. WeMessrs. ~~intend~~Chen toand ~~disclose~~Hsien ~~any~~are ~~amendments~~independent tounder orthe ~~waivers~~Nasdaq ofrules ~~certain~~and ~~provisions~~Mr. Hsien ~~of our Code of Ethics in~~chairs athe ~~Current~~nominating ~~Report~~and oncorporate ~~Form 8-K~~governance committee.

~~ITEM~~The guidelines ~~11.~~for ~~EXECUTIVE~~selecting ~~COMPENSATION~~nominees, which are specified in the Nominating Committee Charter, generally provide that persons to be nominated:

~~None of~~● ~~our~~should ~~officers or directors~~ have ~~received~~demonstrated ~~any~~notable ~~cash compensation for services rendered to us. Our sponsor, officers and directors,~~ or ~~any~~ ofsignificant ~~their~~achievements ~~respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses incurred~~ in ~~connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable~~ business ~~combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our sponsor~~, ~~officers,~~education ~~directors~~ or ~~our~~public ~~or their affiliates.~~service;

~~After the~~● ~~completion~~should ofpossess ~~our Initial Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other fees from~~ the ~~combined~~requisite ~~company. All of these fees will be fully disclosed to stockholders~~intelligence, toeducation ~~the~~and ~~extent~~experience ~~then known, in the tender offer materials or proxy solicitation materials furnished~~ to ~~our~~make ~~stockholders in connection with~~ a ~~proposed~~significant ~~business~~contribution ~~combination. It~~to ~~is unlikely~~ the ~~amount~~board of ~~such~~directors ~~compensation~~and ~~will~~bring bea ~~known~~range atof ~~the time such materials are distributed~~skills, ~~because~~diverse ~~the~~perspectives ~~directors of the post-combination business will be responsible for determining executive officer~~ and ~~director~~backgrounds ~~compensation. Any compensation~~ to beits ~~paid to~~deliberations; ~~our officers will be determined by a compensation committee constituted solely by independent directors.~~and

~~The existence~~● orshould ~~terms~~have ofthe ~~any~~highest ~~employment~~ethical orstandards, ~~consulting arrangements may influence our management’s motivation in identifying or selecting~~ a ~~target~~strong ~~business~~sense ~~but~~of weprofessionalism doand ~~not~~intense ~~believe~~dedication ~~that the ability of our management~~ to ~~remain~~serving ~~with us after~~ the ~~consummation~~interests of ~~our~~the ~~Initial Business Combination will be a determining factor in our decision to proceed with any potential business combination~~stockholders. ~~We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.~~

3630

~~ITEM~~The nominating 12and corporate governance committee will consider a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. ~~SECURITY~~The ~~OWNERSHIP~~nominating and OFcorporate ~~CERTAIN~~governance ~~BENEFICIAL~~committee ~~OWNERS~~may ~~AND~~require ~~MANAGEMENT~~certain ~~AND~~skills ~~RELATED~~or ~~STOCKHOLDER~~attributes, ~~MATTERS~~such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The board of directors will also consider director candidates recommended for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election to the Board should follow the procedures set forth in our bylaws. The nominating and corporate governance committee does not distinguish among nominees recommended by stockholders and other persons.

~~The following~~Compensation ~~table~~Committee ~~sets~~Interlocks ~~forth~~and ~~information regarding the beneficial ownership of our common stock as of July 18, 2024, by:~~Insider Participation

●None of ~~each~~our ~~person~~officers ~~known~~currently byserves, usor toin bethe past year has served, as a member of the ~~beneficial~~compensation ~~owner~~committee of any entity that has one or more ~~than~~officers 5%serving ofon our ~~outstanding~~board ~~shares~~ of ~~common stock;~~directors.

●Code ~~each~~ of ~~our executive officers and directors that beneficially owns shares of our common stock; and~~Ethics

●We have ~~all~~adopted a Code of Ethics applicable to our ~~executive~~directors, officers and ~~directors~~employees. asYou will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a ~~group~~copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

~~In the~~ITEM table below, percentage ownership is based on 2,181,088 shares of our common stock, consisting of (i) 98,263 shares of our redeemable common stock, and (ii) 2,082,825 shares of our non-redeemable common stock, issued and outstanding as of July 18, 202411. ~~Voting power represents~~EXECUTIVE the combined voting power of shares of redeemable common stock and non-redeemable common stock owned beneficially by such person. On all matters to be voted upon, the holders of the shares of redeemable common stock and shares of non-redeemable common stock vote together as a single class. Currently, all of the shares of non-redeemable common stock are convertible into redeemable common stock on a one-for-one basis.COMPENSATION

~~Unless~~None of our officers ~~otherwise~~or ~~indicated,~~directors wereceived ~~believe~~cash ~~that~~compensation ~~all~~from ~~persons~~the ~~named~~Company infor services rendered during the ~~table~~year ~~have~~ended ~~sole~~December ~~voting~~31, 2025. Our Sponsor, officers and ~~investment~~directors, ~~power~~or ~~with~~any ~~respect~~of their respective affiliates, are entitled to ~~all~~reimbursement ~~shares~~for reasonable out-of-pocket expenses incurred in ~~common~~connection ~~stock~~with ~~beneficially~~activities ~~owned~~on byour ~~them~~behalf, including identifying prospective target businesses, conducting due diligence and negotiating a business combination. No such out-of-pocket expenses occurred during the year ended December 31, 2025.

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned (2)		Approximate Percentage of Outstanding Common Stock
Warren Wang		—		—
Pengfei Xie (3)		—		—
Rodobaldo Duartes		—		—
Chiang Hsien		—		—
Lixin Wu		—		—
All executive officers and directors as a group (5 individuals)		—		—
Hudson SPAC Holding, LLC (3)		2,082,825		95.49	%

In addition, HUDA entered into Board Member Agreements with its then-current independent directors providing for a lump-sum annual compensation of 20,000 shares for 2024 service, payable upon the completion of our Initial Business Combination. HUDA also entered into Employment Agreements with Warren Wang, Pengfei Xie and Yang Wang that provide for one-time equity compensation payable upon completion of our Initial Business Combination of 20,000 shares to Mr. Wang, 20,000 shares to Mr. Xie and 10,000 shares to Mr. Yang. Mr. Xie has voluntarily forfeited his compensation. No compensation for 2025 service was contemplated.

~~(1)~~After the ~~Unless~~completion ~~otherwise~~of ~~noted,~~our ~~the~~initial business ~~address~~combination, ofour ~~each~~directors or members of ~~the~~our ~~following~~management ~~entities~~teams will resign from their current positions. No directors or ~~individuals~~members isof ~~c/o~~our ~~Hudson~~management ~~Acquisition~~team Iwill ~~Corp.~~be paid consulting, 19management ~~West~~or ~~44th~~other ~~Street,~~fees ~~Suite~~from ~~1001,~~the ~~New~~combined ~~York,~~company. ~~New~~We ~~York~~do ~~10036~~not intend to take any action to ensure that members of our management team maintain their positions with the combined company after the consummation of our initial business combination.

~~(2) Interests shown consist of founder shares and Private Placement Units.~~31

~~(3)~~ITEM ~~Our sponsor is the record holder of such shares~~12. ~~Mr.~~SECURITY OWNERSHIP ~~Pengfei~~OF ~~Xie,~~CERTAIN ~~our~~BENEFICIAL ~~Chief~~OWNERS ~~Financial~~AND ~~Officer,~~MANAGEMENT isAND ~~the~~RELATED ~~General~~STOCKHOLDER Partner of the sole member of our sponsor, and as such, has voting and investment discretion with respect to the common stock held of record by our sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by our sponsor. None of our officers and directors (or trusts for the benefit of their family members) holds any direct or indirect interest in our sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly.MATTERS

~~Registration~~The ~~Rights~~following table sets forth information regarding the beneficial ownership of our common stock as of the date of this annual report by (i) each person known by us to be the beneficial owner of more than 5% of our outstanding common stock, (ii) each of our officers and directors, and (iii) all of our officers and directors as a group. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

The ~~holders~~ ofpercentages ~~the~~below are ~~(i)~~based ~~the~~on ~~Founder Shares~~2,119,596 ~~which~~shares ~~were issued in a private placement prior to the closing~~ of ~~the~~common ~~Initial~~stock ~~Public Offering~~outstanding, ~~and (ii)~~consisting ~~Private~~of ~~Placement Units~~36,771 ~~which~~public ~~were~~shares ~~sold~~and ~~simultaneously with the closing of the Initial Public Offering~~2,082,825 ~~are~~shares ~~entitled~~held toby ~~registration rights pursuant to a registration rights agreement to be signed prior to or on~~ the ~~effective date of the Initial Public Offering. The~~Sponsor ~~holders~~and ofits ~~the majority of these securities are entitled to make up to three demands that the Company register such securities~~affiliates. The holders of the majority of the Founder Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares are to be released from escrow. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of our Initial Business Combination.

37● each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;

~~Securities~~● ~~Authorized for~~each ~~Issuance~~of ~~under~~our ~~Equity~~executive ~~Compensation~~officers ~~Plans~~and directors that beneficially owns shares of our common stock; and

~~None~~● all our executive officers and directors as a group.

Changes in Control

Name and Address of Beneficial Owner ⁽¹⁾	Number of Shares Beneficially Owned ⁽²⁾		Approximate Percentage of Outstanding Common Stock
Warren Wang		—		—
Pengfei Xie ⁽³⁾		—		—
Rodobaldo Duartes		—		—
Chiang Hsien		—		—
Lixin Wu		—		—
All executive officers and directors as a group (5 individuals)		—		—
Hudson SPAC Holding, LLC ⁽³⁾		2,082,825		98.27	%

~~None~~(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Hudson Acquisition I Corp., 19 West 44th Street, Suite 1001, New York, New York 10036.

~~ITEM~~(2) ~~13.~~Interests ~~CERTAIN~~shown ~~RELATIONSHIPS~~consist ~~AND~~of ~~RELATED~~founder ~~TRANSACTIONS,~~shares ~~AND~~and ~~DIRECTOR~~Private ~~INDEPENDENCE~~Placement Units.

On(3) ~~March~~Our ~~18,~~sponsor ~~2021,~~is the ~~Sponsor was~~record ~~issued~~holder 2of such shares. Mr. Pengfei Xie,~~875~~ our Chief Financial Officer,~~000~~ ~~shares~~is (the ~~“Founder~~General ~~Shares”)~~Partner of the ~~Company’s~~sole ~~common~~member ~~stock~~of ~~for~~our ansponsor, ~~aggregate~~and ~~price~~as ~~of $25~~such,~~000. On~~ ~~January~~has ~~24,~~voting ~~2022,~~and investment discretion with respect to the ~~Founder~~common ~~Shares~~stock ~~were~~held ~~reduced~~of record by our sponsor and may be deemed to ~~1,725,000~~have byshared ~~way~~beneficial ownership of the ~~share~~common ~~surrender~~stock ~~agreement~~held directly by our sponsor. InNone ~~connection~~of ~~with~~our officers and directors (or trusts for the ~~partial exercise~~benefit of ~~the~~their ~~over-allotment~~family ~~option,~~members) ~~13,675~~holds ~~Founder~~any ~~Shares~~direct ~~were~~or ~~forfeited~~indirect interest in our sponsor. ~~The~~Each ~~remaining~~such ~~Founder~~person ~~Shares~~disclaims ~~represent~~any ~~20%~~beneficial ownership of the ~~outstanding~~ reported shares ~~after~~other than to the ~~Initial~~extent ~~Public~~of ~~Offering~~any ~~(see~~pecuniary ~~Note~~interest 4)they may have therein, directly or indirectly.

~~The~~Registration ~~Founder Shares are identical to the shares of common stock included in the Units sold in the Initial Public Offering, except that the Founder Shares are subject to certain transfer restrictions.~~Rights

~~Holders~~The holders of ~~record~~the (i) the Founder Shares, which were issued in a private placement prior to the closing of ~~shares~~the Initial Public Offering, and (ii) Private Placement Units, which were sold simultaneously with the closing of the ~~common~~Initial ~~stock~~Public ~~and~~Offering, are entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the Initial Public Offering. The holders of the majority of these securities are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares ~~will~~can ~~vote~~elect ~~together~~to exercise these registration rights at any time commencing three months prior to the date on ~~all~~which ~~matters~~the ~~submitted~~Founder Shares are to abe ~~vote~~released offrom ~~our~~escrow. ~~stockholders~~In addition, ~~with~~the ~~each~~holders have certain “piggy-back” registration ~~share~~rights ofwith ~~common~~respect ~~stock~~to ~~entitling~~registration ~~the~~statements ~~holder~~filed subsequent to ~~one~~our ~~vote~~consummation ~~except~~of asour ~~required~~Initial byBusiness ~~law~~Combination.

~~On April~~In 5,connection ~~2021,~~with asthe ~~further~~business ~~amended on April 28~~combination, ~~2021~~Pubco ~~and~~has ~~September 8~~filed, ~~2022,~~or ~~the Company entered into a promissory note with the Sponsor~~will ~~for principal amount up to $1~~file,~~000,000.~~ ~~The~~a ~~promissory~~registration ~~note~~statement ~~is non-interest bearing and matures~~ on ~~the~~Form ~~earlier~~F-4, ~~of:~~which ~~(i)~~includes the ~~date~~registration of ~~the consummation~~certain of the ~~Company’s~~securities ~~Initial~~issued ~~Business~~in ~~Combination~~exchange ~~or (ii) the date~~ of the ~~liquidation of the Company. The principal balance~~Founder ~~may~~shares beand ~~prepaid~~private atplacement ~~any time~~units. AFollowing ~~maximum of $1,000,000 of such loans may be converted into Units, at~~ the ~~price~~consummation of ~~$10.00 per Unit at~~ the ~~option~~PIPE oftransaction, ~~the~~Pubco ~~Sponsor.~~will Onbe ~~May~~required 6,to ~~2021,~~file ~~the Company made~~ a ~~drawdown~~registration statement ofto ~~$300,000 on~~register the ~~promissory~~resale ~~note.~~of ~~On April 15 and August 19, 2022,~~ the ~~Company~~PIPE ~~made~~shares ~~additional~~within ~~drawdowns~~30 ofdays ~~$100,000 and~~after ~~$100~~closing,~~000 on~~ ~~the~~in ~~promissory~~accordance ~~note,~~with ~~respectively. On December 1, 2022,~~ the ~~Sponsor~~PIPE ~~applied~~subscription ~~the outstanding balance on the Promissory Note of $500,000 towards the payments for Private Placement Units~~agreements.

~~On July~~The ~~20,~~availability ~~2023, the Company and the Sponsor amended and restated the promissory note, dated as~~ of ~~April~~these 5,securities ~~2021, providing~~ for ~~loans~~resale ~~up to $1,000,000~~ in ~~aggregate. The promissory note bears no interest and all unpaid principal under~~ the ~~promissory~~public ~~note will be due~~market ~~and~~following ~~payable in full upon~~ the ~~earlier~~business ofcombination (i) the date of the consummation of the Company’s Initial Business Combination or (ii) the date of the liquidation of the Company. At the election of the Sponsor, up to $1.0 million of the loans under the promissory note may beadversely ~~settled~~affect ~~in Units at a conversion rate of $10.00 per Unit, with each private unit comprised of one share of common stock of~~ the ~~Company~~market ~~and~~price ~~one right to one-fifth~~ of ~~a share of the Company~~Pubco’s ~~common stock~~securities. ~~On July 21, 2023, the Company made a draw of $220,000 for working capital purposes, of which $18,000 has been repaid.~~

In connection with the approval of the extension amendment proposal, on July 18, 2023, the Sponsor entered into a non-interest bearing, unsecured promissory note issued by the Company in favor of the Sponsor (the “Extension Note”), providing for loans up to the aggregate principal amount of $720,000. On July 24, 2023, pursuant to the Second Amended and Restated Certificate of Incorporation, as amended by the Certificate of Amendment, $80,000 was deposited into the Trust Account for a one-month extension. An aggregate deposit of $720,000 of the proceeds of the Extension Note were made into the Trust Account. The Extension Note bears no interest and all unpaid principal under the Extension Note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s Initial Business Combination or (ii) the date of the liquidation of the Company. On July 21, 2023, the Company made a draw from the promissory note of $80,000 for extension payment purposes. On October 26, 2023, the Company made a second draw of $160,000 for extension payment purposes. As of December 31, 2024, there was $240,000 outstanding on the Extension Note.32

38Securities Authorized for Issuance under Equity Compensation Plans

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”)None. 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.

~~Commencing~~Changes onin October 14, 2022, the Company has agreed to pay the Sponsor or its affiliate a total of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of our Initial Business Combination or our liquidation, we will cease paying these monthly fees. For the year ended December 31, 2024, the Company incurred $240,000 on administrative support fees.Control

~~Our sponsor,~~Other ~~officers~~than ~~and~~the ~~directors, or any of their respective affiliates, will be reimbursed for any reasonable out-of-pocket expenses incurred~~proposed inbusiness ~~connection~~combination with ~~activities~~Aiways onEurope ~~our behalf such as identifying potential target businesses~~ and ~~performing~~the ~~due~~transactions ~~diligence~~contemplated onthereby, ~~suitable~~there ~~business combinations.~~are ~~Our~~no ~~audit~~arrangements ~~committee~~known ~~will~~to ~~review on a quarterly basis all payments that were made by~~ us tothe ~~our sponsor, officers, directors~~operation ~~or our or any~~ of ~~their affiliates and will determine~~ which ~~expenses~~may ~~and~~at ~~the~~a ~~amount~~subsequent ofdate ~~expenses~~result ~~that~~in ~~will~~a bechange ~~reimbursed.~~in ~~There~~control isof ~~no cap or ceiling on~~ the ~~reimbursement of reasonable out-of-pocket expenses incurred by such persons in connection with activities on our behalf~~Company.

~~After our~~ITEM Initial Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders13. ItCERTAIN ~~is unlikely the amount of such compensation will be~~RELATIONSHIPS ~~known~~AND atRELATED ~~the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our Initial Business Combination~~TRANSACTIONS, asAND ~~applicable,~~DIRECTOR ~~as it will be up to the directors of the post-combination business to determine executive and director compensation.~~INDEPENDENCE

~~Director~~At ~~Independence~~inception, January 13, 2021, the Company issued 2,875,000 Founder Shares of common stock for total receivable of approximately of $25,000 received on May 11, 2021. These Founder Shares included up to 375,000 shares of which were subject to forfeiture by the stockholder if the underwriters did not fully exercise their over-allotment option. On December 10, 2021, pursuant to the Underwriter Addendum, the aggregate number of Founder Shares were reduced to 1,725,000. All share and per-share amounts have been retroactively restated to reflect the share surrender. In connection with the partial exercise of the over-allotment option on October 21, 2022, 13,675 Founder Shares were forfeited. The remaining Founder Shares represent 20% of the outstanding shares after the Initial Public Offering. As of December 31, 2025 and 2024, there were 2,082,825 shares outstanding (see Note 6).

~~NASDAQ~~The ~~listing~~Founder ~~standards require~~Shares ~~that~~are ~~a majority of our board of directors be independent. An “independent director” is defined generally as a person~~identical ~~other~~to ~~than~~the anshares ~~officer or employee~~ of ~~the~~common ~~company~~stock orincluded ~~its subsidiaries or any other individual having a relationship which~~ in the ~~opinion of~~Units ~~the~~sold ~~company’s board of directors, would interfere with the director’s exercise of independent judgment~~ in ~~carrying out~~ the ~~responsibilities~~Initial ofPublic aOffering, ~~director.~~except ~~Our board of directors has determined~~ that ~~Messrs.~~the ~~Duartes,~~Founder ~~Hsien~~Shares ~~and Wu~~ are ~~“independent~~subject ~~directors”~~to ascertain ~~defined~~transfer ~~in Nasdaq listing standards and applicable SEC rules~~restrictions. ~~Our independent directors will have regularly scheduled meetings at which only independent directors are present.~~

~~ITEM~~Holders ~~14.~~of ~~PRINCIPAL~~record ~~ACCOUNTANT~~of ~~FEES~~shares of ~~AND~~the ~~SERVICES~~common stock and holders of Founder Shares will vote together on all matters submitted to a vote of our stockholders, with each share of common stock entitling the holder to one vote except as required by law.

On ~~May~~April 165, ~~2024~~2021, as further amended on April 28, 2021 and September 8, 2022, the ~~audit~~Company ~~committee~~entered ~~approved~~into a promissory note with the ~~dismissal~~Sponsor for ofprincipal ~~UHY~~amount ~~LLP~~up ~~(“UHY”)~~to $1,000,000. The promissory note is non-interest bearing and ~~appointed WWC,~~matures ~~P.C.~~on the earlier of: (~~“WWC”~~i) the date of the asconsummation of the Company’s ~~independent~~Initial ~~registered~~Business ~~public~~Combination ~~accounting~~or ~~firm~~(ii) ~~for~~the date of the ~~years~~liquidation ~~ended~~of ~~December~~the 31Company. The principal balance may be prepaid at any time. A maximum of $1,000,000 ~~2023~~of such loans may be converted into Units, at the price of $10.00 per Unit at the option of the Sponsor. On May 6, 2021, the Company made a drawdown of $300,000 on the promissory note. On April 15 and August 19, 2022, the Company made additional drawdowns of $100,000 and $100,000 on the promissory note, respectively. ~~The~~On ~~following~~December is1, 2022, the Sponsor aapplied ~~summary~~the outstanding balance on the Promissory Note of ~~fees~~$500,000 ~~paid~~towards tothe ~~WWC~~payments for ~~services~~Private ~~rendered~~Placement Units.

39On July 20, 2023, the Company and the Sponsor amended and restated the promissory note, dated as of April 5, 2021, providing for loans up to $1,000,000 in the aggregate. The promissory note bears no interest and all unpaid principal under the promissory note will be due and payable in full upon the earlier of (i) the date of the consummation of the Company’s Initial Business Combination or (ii) the date of the liquidation of the Company. At the election of the Sponsor, up to $1.0 million of the loans under the promissory note may be settled in Units at a conversion rate of $10.00 per Unit, with each private unit comprised of one share of common stock of the Company and one right to one-fifth of a share of the Company’s common stock. During the year ended December 31, 2023, the Company made draws of $403,708.

~~Audit~~In ~~Fees.~~connection ~~For~~with the ~~years~~approval ~~ended~~of ~~December 31~~the extension amendment proposal, ~~2024~~on ~~and~~July 18, 2023, ~~fees~~the ~~were~~Sponsor ~~approximately~~entered into a non-interest bearing, unsecured promissory note issued by the Company in favor of the Sponsor (the “Extension Note”), providing for loans up to the aggregate principal amount of $36720,000. ~~for~~On July 24, 2023, pursuant to the ~~audits~~Second Amended and Restated Certificate of ~~our~~Incorporation, ~~December 31~~as amended by the Certificate of Amendment, $80,000 was deposited into the Trust Account for a one-month extension. $80,000 will be deposited into the Trust Account each month the Company determines to extend the date by which it must consummate an Initial Business Combination. The Company has elected to extend such date until April 18, 2024, and ~~2023~~an ~~financial~~aggregate ~~statements~~deposit ~~included~~of $720,000 of the proceeds of the Extension Note were made into the Trust Account. The Extension Note bears no interest and all unpaid principal under the Extension Note will be due and payable in ~~this~~full ~~annual~~upon ~~report~~the earlier of (i) the date of the consummation of the Company’s Initial Business Combination or (ii) the date of the liquidation of the Company. The Extension Note balance was $240,000 as of December 31, 2025 and 2024, respectively.

~~Audit-Related Fees. For the years ended December 31, 2024 and 2023, WWC did not render assurance and related services related to the performance of the audit or review of financial statements.~~33

~~Tax~~On ~~Fees~~November 22, 2024, the Company executed the Business Combination Agreement with Aiways Automobile Europe GmbH. ~~For~~Pursuant to the ~~years~~Business Combination Agreement, upon the completion of the business combination, EuroEV Holding (the “Pubco”) will be the only surviving entity and all the Company’s common stocks will be dissolved in exchange for the Pubco common stock at 1:1 ratio. Concurrent with the business combination, the Company, Pubco, the Sponsor and Pengfei Xie (the “Sponsor Guarantor”) agreed that the Company’s obligations under any loans made by the Sponsor to the Company prior to the closing, up to an aggregate of $1,500,000 (the “Converted Sponsor Loans”) will be converted into Pubco Ordinary Shares at the closing at a conversion price of $10.00 per Pubco Ordinary Share. During the year ended December 31, 2025, the Company paid back $146,025 and made draws of $701,981. As of December 31, 2025 and 2024, there was $1,115,977 and ~~2023~~$560,021, ~~WWC~~respectively. ~~did~~Simultaneously ~~not~~with ~~render~~the ~~tax~~execution ~~compliance~~and delivery of the Business Combination Agreement, the Company, Pubco, the Sponsor and Pengfei Xie, as Sponsor Guarantor, entered into a Sponsor Agreement pursuant to which the Sponsor and the Sponsor Guarantor agreed, jointly and severally, to (i) pay all HUDA closing expenses other than certain HUDA pre-closing tax liabilities ~~advice~~at or prior to the Closing, (ii) pay any required HUDA pre-closing tax ~~planning~~liabilities, ~~services~~subject to reimbursement by Pubco in cash without interest within one month after the Closing, (iii) indemnify Pubco, the Company and related parties for unpaid HUDA closing expenses, and (iv) provide support for transaction financing.

~~All~~Commencing on October 14, ~~Other~~2022, ~~Fees~~the Company has agreed to pay the Sponsor or its affiliate a total of $20,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the years ended December 31, ~~2024~~2025 and ~~2023~~2024, ~~WWC~~the ~~did~~Company ~~not~~incurred ~~render~~$240,000 ~~any~~and ~~services~~$240,000, torespectively, uson administrative ~~other~~support ~~than those set forth above~~fees.

~~UHY~~Our ~~served~~sponsor, asofficers ~~the~~and ~~Company’s~~directors, ~~independent~~or ~~registered~~any ~~public~~of ~~accounting~~their ~~firm~~respective affiliates, will be reimbursed for ~~the~~any ~~year~~reasonable ~~ended~~out-of-pocket ~~December~~expenses ~~31,~~incurred in ~~2022~~connection with activities on our behalf such as identifying potential target businesses and ~~for~~performing ~~the~~due ~~March~~diligence ~~31,~~on suitable business ~~2024,~~combinations. ~~June~~Our 30audit committee will review on a quarterly basis all payments that were made by us to our sponsor, ~~2024~~officers, directors or our or any of their affiliates and ~~September~~will ~~2023~~determine ~~quarterly~~which ~~reviews.~~expenses ~~The~~and ~~following~~the amount of expenses that will be reimbursed. There is ano ~~summary~~cap or ceiling on the reimbursement of ~~fees~~reasonable ~~paid~~out-of-pocket toexpenses ~~UHY~~incurred ~~for~~by ~~services~~such ~~rendered~~persons in connection with activities on our behalf.

~~Audit~~After ~~Fees.~~the ~~For~~completion ~~the~~of ~~year~~our ~~ended~~initial ~~December 31,~~business ~~2022~~combination, ~~fees~~our ~~were~~directors ~~approximately~~or ~~$198,790~~members ~~for~~of ~~the~~our ~~audit~~management teams will resign from their current positions. No directors or members of our ~~December~~management 31team will be paid consulting, ~~2022~~management ~~financial statements~~or other fees from the combined company. ~~Fees~~We ~~were~~do ~~approximately~~not intend ~~$188,000~~to ~~for~~take ~~the~~any ~~Quarterly~~action ~~Reports~~to onensure ~~Form~~that ~~10-Q~~members ~~for~~of ~~the~~our ~~respective~~management ~~periods~~team ~~described~~maintain ~~above~~their ~~during~~ positions with the ~~year~~combined ~~ended~~company ~~December~~after ~~31,~~the ~~2023~~consummation of our initial business combination.

~~Audit-Related Fees. For~~Director ~~the years ended December 31, 2023 and 2022, UHY did not render assurance and related services related to the performance of the audit or review of financial statements.~~Independence

~~Tax~~An “independent director” ~~Fees.~~is ~~For~~defined generally as a person other than an officer or employee of the ~~years~~company ~~ended~~or ~~December 31,~~its ~~2023~~subsidiaries ~~and~~or ~~2022~~any other individual having a relationship which in the opinion of the company’s board of directors, ~~UHY~~would ~~did~~interfere ~~not~~with ~~render~~the ~~tax~~director’s ~~compliance~~exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Chiang Hsien, ~~tax~~Lixin ~~advice~~Wu orand ~~tax~~Hong Chen ~~planning~~are ~~services~~“independent directors” as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

~~All Other Fees. For the years ended December 31, 2023 and 2022, UHY did not render any services to us other than those set forth above.~~34

~~Pre-Approval~~ITEM ~~Policy~~14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

~~Our~~On ~~audit~~May ~~committee was formed in connection with the effectiveness of our registration statement for our initial public offering. As a result~~16, ~~the~~ ~~audit committee did not pre-approve all of the foregoing services~~2024, ~~although any services rendered prior to~~ the ~~formation of our~~ audit committee ~~were~~ approved ~~by our board of directors. Since~~ the ~~formation~~dismissal of ~~our~~UHY ~~audit~~LLP ~~committee,~~(“UHY”) and ~~on a going-forward basis~~appointed WWC, ~~the~~P.C. ~~audit~~(“WWC”) ~~committee~~as ~~has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including~~ the ~~fees~~Company’s ~~and~~independent ~~terms~~registered ~~thereof~~public ~~(subject~~accounting tofirm ~~the de minimis exceptions~~ for ~~non-audit services described in~~ the ~~Exchange~~years ~~Act which~~ended ~~are~~December ~~approved~~31, ~~by the audit committee prior to the completion of the audit)~~2023.

40On April 8, 2026, the audit committee approved the dismissal of WWC as the Company’s independent registered public accounting firm and appointed HCL,PLLC (“HCL”) as the Company’s new independent registered public accounting firm for the year ended December 31, 2025. The following is a summary of fees paid to WWC and HCL for services rendered.

~~PART~~Audit Fees. IVFor the year ended December 31, 2025, fees were approximately $25,000 for the audit of our December 31, 2025 financial statements included in this annual report.

~~ITEM 15~~Audit-Related Fees. For ~~EXHIBITS~~the years ended December 31, ~~FINANCIAL~~2025, ~~STATEMENT~~HCL ~~SCHEDULES~~did not render assurance and related services related to the performance of the audit or review of financial statements.

~~(a)~~Tax Fees. ~~The~~For ~~following~~the ~~documents~~years ~~are~~ended ~~filed~~December 31, as2025, ~~part~~HCL ofdid ~~this~~not ~~annual~~render ~~report~~tax oncompliance, ~~Form~~tax ~~10-K~~advice or tax planning services.

~~(1)~~All Other ~~Financial~~Fees. ~~Statements~~For the years ended December 31, 2025, HCL did not render any services to us other than those set forth above.

~~(2)~~WWC served ~~Financial~~as ~~Statement~~the ~~Schedules:~~Company’s ~~None~~independent registered public accounting firm for the year ended December 31, 2024 and for the March 31, 2025, June 30, 2025, and September 30, 2025 quarterly reviews. The following is a summary of fees paid to WWC for services rendered.

~~(3)~~Audit Fees. ~~Exhibits~~For the year ended December 31, 2024, fees were approximately $36,000 for the audit of our December 31, 2024 financial statements. Fees were approximately $9,000 for the Quarterly Reports on Form 10-Q for the respective periods described above during the year ended December 31, 2025.

WeAudit-Related ~~hereby~~Fees. For ~~file~~the asyear ~~part~~ended ofDecember 31, ~~this~~2024, ~~annual~~WWC ~~report~~did ~~the~~not ~~exhibits~~render ~~listed~~assurance inand ~~the~~related ~~attached~~services ~~Exhibit~~related ~~Index.~~to ~~Exhibits~~the ~~which are incorporated herein by~~performance ~~reference~~of ~~can~~the beaudit ~~located~~or onreview ~~the~~of ~~SEC~~financial ~~website at www~~statements.~~sec.gov.~~

~~ITEM 16~~Tax Fees. ~~FORM~~For ~~10-K~~the ~~SUMMARY~~year ended December 31, 2024, WWC did not render tax compliance, tax advice or tax planning services.

~~Not~~All Other Fees. For ~~applicable~~the year ended December 31, 2024, WWC did not render any services to us other than those set forth above.

~~EXHIBIT INDEX~~Pre-Approval Policy

Exhibit No.		Description
2.1*		Business Combination Agreement, by and among Hudson Acquisition I Corp., and Aiways Automobile Europe GmbH.
3.1*		Amended and Restated Certificate of Incorporation, dated January 13, 2021
3.2*		Amended and Restated Certificate of Incorporation, dated May 5, 2021
3.3*		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation, dated July 8, 2024
3.4*		Bylaws
4.1*		Hudson Acquisition I Corp. Description of Securities
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**		Certification of Principal Executive Officers Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*		Clawback Policy
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

Our audit committee was formed in connection with the effectiveness of our registration statement for our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all audit services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

* Filed herewith.35

**PART Furnished herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of Section 18 of the Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filings of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.IV

41ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

~~SIGNATURES~~(a) The following documents are filed as part of this annual report on Form 10-K.

~~Pursuant~~(1) toFinancial ~~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, thereunto duly authorized~~Statements.

	HUDSON ACQUISITION I CORP.
Date: May 23, 2025	By:	/s/ Warren Wang
		Warren Wang
		Chief Executive Officer (Principal Executive Officer)

(2)

Financial Statement Schedules: None.

Date: May 23, 2025	By:	/s/ Pengfei Xie
		Pengfei Xie
		Chief Financial Officer (Principal Financial and Accounting Officer)

(3)

Exhibits.

42We hereby file as part of this annual report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be located on the SEC website at www.sec.gov.

~~HUDSON~~ITEM ~~ACQUISITION~~16. IFORM ~~CORP.~~10-K SUMMARY

~~INDEX TO FINANCIAL STATEMENTS~~Not applicable.

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm ID: 1171)	F-2
Financial Statements:
Balance Sheets as of December 31, 2024 and 2023	F-3
Statements of Operations for the Years Ended December 31, 2024 and 2023	F-4
Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2024 and 2023	F-5
Statements of Cash flows for the Years Ended December 31, 2024 and 2023	F-6
Notes to Financial Statements	F-7

EXHIBIT INDEX

F-1

Exhibit No.		Description
2.1*		Business Combination Agreement, by and among Hudson Acquisition I Corp., and Aiways Automobile Europe GmbH.
2.2***		Amendment to Business Combination Agreement, dated as of December 31, 2025, by and among Hudson Acquisition I Corp., EUROEV Holdings Limited, Aiways Merger Sub, Inc., Aiways Automobile Europe GmbH and Aiways Tech Limited
3.1*		Amended and Restated Certificate of Incorporation, dated January 13, 2021
3.2*		Amended and Restated Certificate of Incorporation, dated May 5, 2021
3.3*		Certificate of Amendment to Second Amended and Restated Certificate of Incorporation, dated July 8, 2024
3.4*		Bylaws
4.1*		Hudson Acquisition I Corp. Description of Securities
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32**		Certification of Principal Executive Officers Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
97.1*		Clawback Policy
101.INS		Inline XBRL Instance Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

~~REPORT~~* OFFiled ~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~herewith.

~~To:~~** ~~The~~Furnished ~~Board~~herewith. This certification is being furnished solely to accompany this report pursuant to 18 U.S.C. Section 1350 and is not being filed for purposes of ~~Directors~~Section 18 of the Exchange Act of 1934, as amended, and ~~Stockholders~~is not to be incorporated by reference into any filings of ~~Hudson~~the ~~Acquisition~~Company, Iwhether ~~Corp~~made before or after the date hereof, regardless of any general incorporation language in such filing.

~~Opinion~~*** onPreviously ~~the Financial Statements~~filed.

We have audited the accompanying balance sheets of Hudson Acquisition I Corp. (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.36

~~Substantial Doubt about the Company’s Ability to Continue as a Going Concern~~ SIGNATURES

~~The~~Pursuant ~~accompanying~~to ~~financial~~the ~~statements have been~~requirements ~~prepared~~of ~~assuming that~~ the ~~Company~~Securities ~~will~~Exchange ~~continue~~Act asof ~~a going concern. As discussed in Note 1 to the financial statements~~1934, the ~~Company~~registrant has a ~~significant~~duly ~~working~~caused ~~capital~~this ~~deficit,~~report ~~a significant accumulated stockholder deficit and needs~~ to ~~raise~~be ~~additional~~signed ~~funds~~on ~~to meet~~ its ~~obligations and~~behalf ~~sustain~~by ~~its operations. As a Special Purpose Acquisition Company,~~ the ~~Company was formed to effect a merger~~undersigned, ~~capital stock exchange,~~thereunto ~~asset~~duly ~~acquisition, or similar business combination with one or more businesses (a “Business Combination”)~~authorized. On January 22, 2025, the Company received written notice (the “Notice Letter”) from the Nasdaq Hearings Panel (the “Panel”) indicating that the Panel had determined to delist the Company’s securities from The Nasdaq Stock Market LLC (“Nasdaq”) and that trading in the Company’s securities would be suspended at the open of trading on January 24, 2025, which constitutes a subsequent event that may further impact its access to capital markets and ability to secure financing.

Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	HUDSON ACQUISITION I CORP.

Date: April 24, 2026	By:	/s/ Warren Wang
		Warren Wang
		Chief Executive Officer (Principal Executive Officer)

Basis for Opinion

Date: April 24, 2026	By:	/s/ Pengfei Xie
		Pengfei Xie
		Chief Financial Officer (Principal Financial and Accounting Officer)

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.37

WeHUDSON ~~conducted~~ACQUISITION ~~our~~I ~~audits in accordance with the standards of the PCAOB~~CORP. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

~~Our~~INDEX ~~audits~~TO ~~included~~FINANCIAL performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.STATEMENTS

/s/ WWC, P.C.

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm ID: 7222)	F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Firm ID: 1171)	F-3

Financial Statements:

Balance Sheets as of December 31, 2025 and 2024	F-4

Statements of Operations for the Years Ended December 31, 2025 and 2024	F-5

Statements of Changes in Stockholders’ Deficit for the Years Ended December 31, 2025 and 2024	F-6

Statements of Cash flows for the Years Ended December 31, 2025 and 2024	F-7

Notes to Financial Statements	F-8

~~Certified Public Accountants~~F-1

~~PCAOB~~REPORT ~~ID:~~OF ~~1171~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

WeTo: ~~have~~The ~~served~~Board asof ~~the~~Directors ~~Company’s~~and ~~auditor since~~Stockholders ~~2024~~of Hudson Acquisition I Corp.

~~San~~Opinion ~~Mateo,~~on ~~California~~the Financial Statements

~~May~~We 23have audited the accompanying balance sheets of Hudson Acquisition I Corp. (the “Company”) as of December 31, 2025, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2025, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

~~F-2~~Substantial Doubt about the Company’s Ability to Continue as a Going Concern

~~HUDSON~~The ~~ACQUISITION~~accompanying Ifinancial ~~CORP~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a significant working capital deficit, a significant accumulated stockholders’ deficit and needs to raise additional funds to meet its obligations and sustain its operations. As a Special Purpose Acquisition Company, the Company was formed to effect a merger, capital stock exchange, asset acquisition, or similar business combination with one or more businesses (a “Business Combination”). On January 22, 2025, the Company received written notice (the “Notice Letter”) from the Nasdaq Hearings Panel (the “Panel”) indicating that the Panel had determined to delist the Company’s securities from The Nasdaq Stock Market LLC (“Nasdaq”) and that trading in the Company’s securities would be suspended at the open of trading on January 24, 2025, which constitutes a subsequent event that may further impact its access to capital markets and ability to secure financing.

~~BALANCE~~Management’s ~~SHEETS~~plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

	As of December 31,
	2024			2023
ASSETS
Current assets:
Cash and cash equivalents	$	68,758		$	11,700
Prepaid expenses and other current assets		6,200			11,748
Total current assets		74,958			23,448
Marketable securities held in Trust Account		1,122,381			26,036,953
Interest receivable in cash and marketable securities held in the Trust Account		4,217			-
Right-of-use assets, net		56,123			-
Total assets	$	1,257,679		$	26,060,401
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	507,373		$	601,469
Franchise tax payable		298,886			68,308
Income tax payable		943,000			764,000
Excise tax payable		719,176			461,700
Notes payable - bridge loan		1,491,312			-
Convertible notes payable - related party		560,021			643,708
Short-term lease liabilities		13,066			-
Total current liabilities		4,532,834			2,539,185
Deferred underwriting commissions		2,723,060			2,723,060
Long-term lease liabilities		25,720			-
Total liabilities		7,281,614			5,262,245
Commitments and Contingencies (Note 5)
Common stock subject to possible redemption, 98,263 and 2,417,331 shares at redemption value of $9.21 and $10.56 per share as of December 31, 2024 and 2023, respectively		904,670			25,526,944
Stockholders’ deficit:
Common stock, par value $0.0001, 200,000,000 shares authorized; 2,082,825 shares issued and outstanding as of December 31, 2024 and 2023, respectively		209			209
Accumulated deficit		(6,928,814	)		(4,728,997	)
Total stockholders’ deficit		(6,928,605	)		(4,728,788	)
Total liabilities, redeemable common stock and stockholders’ deficit	$	1,257,679		$	26,060,401

Basis for Opinion

~~The~~These ~~accompanying~~financial ~~notes~~statements are an ~~integral~~the ~~part~~responsibility of ~~these~~the ~~audited~~Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~F-3~~We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

~~HUDSON~~Our ~~ACQUISITION~~audits Iincluded ~~CORP~~performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~STATEMENTS~~ OF/s/ ~~OPERATIONS~~HCL,PLLC

	For the Year Ended December 31,
	2024			2023
Operating expenses:
General and administrative expenses	$	993,775		$	1,309,549
Franchise tax expense		58,412			200,000
Loss from operations		(1,052,187	)		(1,509,549	)
Other income (expense):
Interest earned on marketable securities held in Trust Account		582,231			2,276,593
Interest earned on cash account		3,307			177
Loss on overpayment of franchise tax		(172,166	)		-
Fair value adjustment on convertible debt		790			-
Other income (expense), net		414,162			2,276,770
Income (loss) before income taxes		(638,025	)		767,221
Provision for income taxes		(179,000	)		(646,000	)
Net income (loss)	$	(817,025	)	$	121,221
Net income attributable to common stock subject to possible redemption- as adjusted		597,539			662,139
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption		777,107			4,807,221
Basic and diluted net income per share, common stock subject to possible redemption- as adjusted	$	0.77		$	0.14
Net loss attributable to common stockholders		(1,414,564	)		(540,918	)
Weighted-average common shares outstanding, basic and diluted		2,082,825			2,082,825
Net loss per share common share, basic and diluted	$	(0.68	)	$	(0.26	)

Certified Public Accountants

~~The~~ ~~accompanying~~PCAOB ~~notes~~ID: ~~are~~7222 ~~an integral part of these audited financial statements.~~

~~F-4~~We have served as the Company’s auditor since 2026.

~~HUDSON~~ ~~ACQUISITION~~Chicago, IIL ~~CORP.~~

~~STATEMENTS~~April OF24, ~~CHANGES IN STOCKHOLDERS’ DEFICIT~~2026

	Common Stock				Accumulated			Stockholders’
	Shares		Amount		Deficit			Deficit
Balance as of December 31, 2022		2,082,825	$	209	$	(2,477,925	)	$	(2,477,716	)
Accretion of carrying value to redemption value		-		-		(1,910,593	)		(1,910,593	)
Excise tax payable attributable to redemption of common stock		-		-		(461,700	)		(461,700	)
Net income		-		-		121,221			121,221
Balance as of December 31, 2023		2,082,825	$	209	$	(4,728,997	)	$	(4,728,788	)
Accretion of carrying value to redemption value		-		-		(1,125,315	)		(1,125,315	)
Excise tax payable attributable to redemption of common stock		-		-		(257,477	)		(257,477	)
Net loss		-		-		(817,025	)		(817,025	)
Balance as of December 31, 2024		2,082,825	$	209	$	(6,928,814	)	$	(6,928,605	)

F-2

~~The~~REPORT ~~accompanying~~OF ~~notes~~INDEPENDENT ~~are~~REGISTERED anPUBLIC ~~integral~~ACCOUNTING ~~part of these audited financial statements.~~FIRM

~~F-5~~To: The Board of Directors and Stockholders of Hudson Acquisition I Corp.

~~HUDSON~~Opinion ~~ACQUISITION~~on Ithe ~~CORP.~~Financial Statements

~~STATEMENTS~~We OFhave ~~CASH~~audited ~~FLOWS~~the accompanying balance sheets of Hudson Acquisition I Corp. (the “Company”) as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’ deficit, and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for the years for each of the years in the two-year period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

	For the Year Ended December 31,
	2024			2023
OPERATING ACTIVITIES
Net (loss) / income	$	(817,025	)	$	121,221
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on cash and marketable securities held in Trust Account		(582,231	)		(2,276,593	)
Change in fair value of convertible notes payable, related party		(790	)		—
Amortization expenses		17,736			—
Interest expenses		123			—
Lease payments		(20,777	)		—
Change in operating assets and liabilities:
Prepaid expenses and other current assets		5,548			182,343
Accounts payable and accrued expenses		(94,097	)		541,449
Franchise tax payable		230,578			(15,315	)
Income tax payable		179,000			646,000
Net cash used in operating activities		(1,081,935	)		(800,895	)
INVESTING ACTIVITIES
Investment of cash in Trust Account		(552,954	)		(240,000	)
Cash withdrawn from Trust Account		26,045,551			46,467,597
Net cash provided by investing activities		25,492,597			46,227,597
FINANCING ACTIVITIES
Redemption of common stock		(25,747,589	)		(46,169,982	)
Proceeds from bridge loan		1,476,882			—
Proceeds from convertible notes payable - related party		187,103			616,063
Repayment of convertible notes payable- related party		(270,000	)		—
Net cash used in financing activities		(24,353,604	)		(45,553,919	)
Net increase (decrease) in cash during period		57,058			(127,217	)
Cash and cash equivalents, beginning of period		11,700			138,917
Cash and cash equivalents, end of period	$	68,758		$	11,700
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Change in value of common stock subject to possible redemption	$	24,622,274		$	1,910,593
Original debt discount on bridge loan	$	23,118		$	—
Lease liabilities arising from obtaining ROU assets	$	59,428		$	—

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying ~~notes~~financial ~~are~~statements anhave ~~integral~~been ~~part~~prepared ~~of these~~assuming ~~audited~~that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a significant working capital deficit, a significant accumulated stockholder deficit and needs to raise additional funds to meet its obligations and sustain its operations. As a Special Purpose Acquisition Company, the Company was formed to effect a merger, capital stock exchange, asset acquisition, or similar business combination with one or more businesses (a “Business Combination”). On January 22, 2025, the Company received written notice (the “Notice Letter”) from the Nasdaq Hearings Panel (the “Panel”) indicating that the Panel had determined to delist the Company’s securities from The Nasdaq Stock Market LLC (“Nasdaq”) and that trading in the Company’s securities would be suspended at the open of trading on January 24, 2025, which constitutes a subsequent event that may further impact its access to capital markets and ability to secure financing.

~~F-6~~Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~HUDSON~~Basis ~~ACQUISITION~~for ~~I CORP.~~Opinion

~~NOTES~~These TOfinancial ~~FINANCIAL~~statements ~~STATEMENTS~~are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

~~DECEMBER~~We 31conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, ~~2024~~whether due to error or fraud. The Company is not required to have, nor were we engaged to perform audits of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controls over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal controls over financial reporting. Accordingly, we express no such opinion.

~~NOTE~~Our 1audits —included ~~NATURE~~performing OFprocedures ~~THE~~to ~~ORGANIZATION~~assess ~~AND BUSINESS~~the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~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~~WWC, ~~capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Initial Business Combination”)~~P. ~~The Company has selected December 31 as its fiscal year end~~C.

~~Throughout~~Certified ~~this~~Public ~~report, the terms “our,” “we,” “us,” and the “Company” refer to Hudson Acquisition I Corp.~~Accountants

AsPCAOB ofID: December 31, 2024, the Company had not commenced core operations. All activity for the period from January 13, 2021 (inception) through December 31, 2024 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.1171

~~The~~We ~~registration~~have ~~statement pursuant~~served toas ~~which~~ the Company’s ~~registered~~auditor ~~its~~since ~~securities offered in the Initial Public Offering was declared effective on October 14, 2022~~2024. 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~~San ~~with the closing of the Initial Public Offering~~Mateo, the Company’s sponsor, Hudson SPAC Holding LLC (the “Sponsor”) should have purchased a total of 340,000 units (the “Initial Private Placement Units”) at a price of $10.00 per the Initial Private Placement Unit (the “Private Placement”) (see Note 3).California

~~October~~May 2123, 2022, the Company closed the sale of 845,300 units (the “OA Units”) at $10.00 per unit as a result of the underwriters’ partial exercise of their over-allotment option (the “Overallotment Offering”) in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, LLC dated October 14, 2022. Each OA Unit consists of one share of Common Stock of the Company, par value $0.0001 per share and one right to receive one-fifth (1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination (the “Right”). Such OA Units were registered pursuant to the Company’s registration statement. As a result of the Overallotment Offering, the Company received gross proceeds of $8,453,000 (before deducting certain underwriting discount and fees), part of which was placed in the Trust Account. On October 21, 2022, simultaneously with the consummation of the Overallotment Offering, the Company completed the private placement of additional 31,500 units (the “Overallotment Private Placement Units”) pursuant to the Unit Private Placement Agreement dated October 14, 2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a purchase price of $10.00 per Overallotment Private Placement Unit, generating gross proceeds of $315,000, a portion of which was placed in the Trust Account.2025

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 2aF-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.3

~~F-7~~HUDSON ACQUISITION I CORP.

NoBALANCE 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 target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after the Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination. SHEETS

The Company intends to use the excess working capital available for miscellaneous expenses such as paying fees to consultants to assist with the search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed estimates, as well as for reimbursement of any out-of-pocket expenses incurred by insiders, officers and directors in connection with activities on the Company’s behalf as described below.

	As of December 31,
	2025			2024
ASSETS
Current assets:
Cash and cash equivalents	$	346,611		$	68,758
Prepaid expenses and other current assets		5,000			6,200
Total current assets		351,611			74,958

Marketable securities held in Trust Account		406,761			1,122,381
Interest receivable		1,283			4,217
Right-of-use assets, net		36,814			56,123
Total assets	$	796,469		$	1,257,679

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued liabilities	$	817,509		$	507,373
Franchise tax payable		200,000			298,886
Income tax payable		937,000			943,000
Excise tax payable		725,989			719,176
Notes payable - bridge loan		1,500,000			1,491,312
Convertible notes payable - related party		1,115,977			560,021
Short-term lease liabilities		13,605			13,066
Total current liabilities		5,310,080			4,532,834
Deferred underwriting commissions		2,723,060			2,723,060
Long-term lease liabilities		12,115			25,720
Total liabilities		8,045,255			7,281,614

Commitments and Contingencies (Note 5)
Common stock subject to possible redemption, 36,771 and 98,263 shares at redemption value of $16.21 and $9.21 per share as of December 31, 2025 and 2024, respectively	$	595,889		$	904,670

Stockholders’ deficit:
Common stock, par value $0.0001, 200,000,000 shares authorized; 2,082,825 shares issued and outstanding as of December 31, 2025 and 2024, respectively	$	209		$	209
Accumulated deficit		(7,844,884	)		(6,928,814	)
Total stockholders’ deficit		(7,844,675	)		(6,928,605	)
Total liabilities, redeemable common stock and stockholders’ deficit	$	796,469		$	1,257,679

The ~~allocation~~accompanying ofnotes ~~the net~~are ~~proceeds~~an ~~available~~integral topart ~~the Company outside~~ of ~~the Trust Account, along with the interest earned on the funds held in the Trust Account available to pay for income and other tax liabilities, represents the best estimate of the intended uses of~~ these ~~funds.~~audited Infinancial ~~the event that the assumptions prove to be inaccurate, the Company may reallocate some of such proceeds within the above-described categories~~statements. If the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient as a result of the volatile interest rate environment, the Company may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor or third parties. The Sponsor has agreed to loan the Company up to an aggregate of $1,000,000 to be used for working capital purposes pursuant to a Promissory Note. As of December 31, 2024, the Company had $560,021 in borrowings under the Promissory Note (see Note 4). If the Company is unable to obtain the necessary funds, it may be forced to cease searching for a target business and liquidate without completing the Initial Business Combination.

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.F-4

OnHUDSON ~~November~~ACQUISITION ~~22,~~I 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”)CORP. 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.

ToSTATEMENTS ~~the~~OF 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 liquidation and has agreed not to seek repayment of such expenses.OPERATIONS

F-8

	For the Year Ended December 31,
	2025			2024
Operating expenses:
General and administrative expenses	$	575,512		$	993,775
Franchise tax expense		353,850			58,412
Loss from operations		(929,362	)		(1,052,187	)
Other income (expense):
Interest earned on marketable securities held in Trust Account		40,060			582,231
Interest earned on cash account		2,105			3,307
Loss on overpayment of franchise tax		-			(172,166	)
Fair value adjustment on convertible debt		-			790
Other income (expense), net		42,165			414,162

Loss before income taxes		(887,197	)		(638,025	)
Provision for income taxes		6,000			(179,000	)
Net loss	$	(881,197	)	$	(817,025	)

Net income attributable to common stock subject to possible redemption- as adjusted		46,060			597,539
Basic and diluted weighted-average shares outstanding, common stock subject to possible redemption		85,122			777,107
Basic and diluted net income per share, common stock subject to possible redemption- as adjusted	$	0.54		$	0.77
Net loss attributable to common stockholders		(927,257	)		(1,414,564	)
Weighted-average common shares outstanding, basic and diluted		2,082,825			2,082,825
Net loss per share common share, basic and diluted	$	(0.45	)	$	(0.68	)

IfThe noaccompanying ~~business~~notes ~~combination is~~are ~~completed~~an ~~prior~~integral topart the mandatory liquidation date, the proceeds then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less $100,000 of ~~interest to pay dissolution~~ ~~expenses),~~these ~~will~~audited befinancial ~~used to fund the redemption of the public shares~~statements. The Sponsor, directors, director nominees and officers will enter into a letter agreement with the Company, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares held by them if the Company fails to complete the Initial Business Combination within such time period.

In connection with the shares purchased by the founders, the founders waive any and all right, title, interest or claim of any kind in or to any distributions by the Company from the Trust Account which will be established for the benefit of the Company’s public stockholders and into which substantially all of the proceeds of the Initial Public Offering will be deposited (the “Trust Account”), in the event of a liquidation of the Company upon the Company’s failure to timely complete an Initial Business Combination. F-5

~~Extension~~HUDSON ~~Amendment~~ACQUISITION I CORP.

OnSTATEMENTS ~~July~~OF ~~17,~~CHANGES ~~2023,~~IN the Company held the Special Meeting. On June 28, 2023, the record date for the Special Meeting, there were 8,928,125 shares of common stock outstanding, in which 8,556,625 were entitled to vote at the Special Meeting, approximately 84% of which were represented in person or by proxy at the Special Meeting. The stockholders approved the proposal to amend the CompanySTOCKHOLDERS’~~s Certificate of Incorporation to 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. This amendment increased the time the Company has to consummate an Initial Business Combination from the original maximum amount of 15 months to 18 months from the Initial Public Offering date. In connection with the votes to approve the proposals above, the holders of 4,427,969 shares of common stock of the Company properly exercised their right to redeem their shares for approximately $10.43 per share. Following such redemptions, $46,169,982 was withdrawn from the trust account on July 25, 2023 and 2,417,331 Public Shares remained outstanding as of December 31,2023.DEFICIT

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.

	Common Stock				Accumulated			Stockholders’
	Shares		Amount		Deficit			Deficit
Balance as of December 31, 2023		2,082,825	$	209	$	(4,728,997	)	$	(4,728,788	)
Accretion of carrying value to redemption value		-		-		(1,125,315	)		(1,125,315	)
Excise tax payable attributable to redemption of common stock		-		-		(257,477	)		(257,477	)
Net income		-		-		(817,025	)		(817,025	)
Balance as of December 31, 2024		2,082,825	$	209	$	(6,928,814	)	$	(6,928,605	)
Accretion of carrying value to redemption value		-		-		(28,060	)		(28,060	)
Excise tax payable attributable to redemption of common stock		-		-		(6,813	)		(6,813	)
Net loss		-		-		(881,197	)		(881,197	)
Balance as of December 31, 2025		2,082,825	$	209	$	(7,844,884	)	$	(7,844,675	)

~~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~~accompanying ofnotes ~~Amendment~~are ~~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~~integral ~~(1)~~part ~~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~~ athese ~~Business~~audited ~~Combination.,~~financial ~~which requires the deletion of Section J of the Sixth Article in the Charter: “J~~statements. 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 properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price of approximately $11.10 per share, for an aggregate redemption amount of $25,712,132. Following such redemptions, 101,463 Public Shares remained outstanding.

F-96

OnHUDSON ~~July~~ACQUISITION 5,I ~~2024, the Company held the Special Meeting~~CORP. On June 4, 2024, the record date for the Special Meeting, there were 1,816,463 shares of common stock outstanding, and 2,184,288 shares of common stock and units entitled to be voted at the Special Meeting, approximately 98% of which were represented in person or by proxy at the Special Meeting. The stockholders approved the proposal to amend the Company’s Second Amended and Restated Certificate of Incorporation pursuant to an amendment to the Charter in the form set forth in Annex A to the Proxy Statement 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 from January 18, 2025, up to nine (9) times for an additional one (1) month each time to October 18, 2025, and will no longer require monthly deposits into the Trust Account as of July 5, 2024. The stockholders also approved an amendment to the Charter to amend the Company’s Second Amended and Restated Certificate of Incorporation pursuant to the Charter in the form set forth in forth in Annex B to the Proxy Statement to amend Article Sixth of the Charter by adding a definition of IPO Rights, and Sixth (A)(ii) by adding “and IPO Rights” and (“and rights”) to read: “or (ii) provide its holders of 8 IPO Shares and IPO Rights with the opportunity to sell their shares and rights to the Corporation by means of a tender offer (“Tender Offer”)”.

OnSTATEMENTS ~~July~~OF ~~10,~~CASH 2024, the Company filed a Certificate of Amendment to the Company’s Second Amended and Restated 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 January 18, 2025, up to nine (9) times for an additional (1) month each time to October 18, 2025, and will no longer require monthly deposits into the Trust Account as of July 5, 2024.FLOWS

In connection with the vote to approve the Extension Amendment, the holders of 3,200 shares of Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share, for an aggregate redemption amount of $35,457. Following such redemptions, 98,263 Public Shares remained outstanding as of December 31, 2024.

	For the Year Ended December 31,
	2025			2024
OPERATING ACTIVITIES
Net (loss) / income	$	(881,197	)	$	(817,025	)
Adjustments to reconcile net loss to net cash used in operating activities:		-
Interest earned on cash and marketable securities held in Trust Account		(40,060	)		(582,231	)
Change in fair value of convertible notes payable, related party		-			(790	)
Amortization expenses		27,997			17,736
Interest expenses		1,331			123
Lease payments		(14,397	)		(20,777	)
Change in operating assets and liabilities:
Prepaid expenses and other current assets		1,200			5,548
Accounts payable and accrued expenses		310,137			(94,097	)
Franchise tax payable		(98,886	)		230,578
Income tax payable		(6,000	)		179,000
Net cash used in operating activities		(699,875	)		(1,081,935	)
INVESTING ACTIVITIES
Investment of cash in Trust Account		-			(552,954	)
Cash withdrawn from Trust Account		758,613			26,045,551
Net cash provided by investing activities		758,613			25,492,597
FINANCING ACTIVITIES
Redemption of common stock		(681,347	)		(25,747,589	)
Proceeds from receipt of clawbacked income tax related to redemption		344,506			-
Proceeds from bridge loan		-			1,476,882
Proceeds from convertible notes payable - related party		701,981			187,103
Repayment of convertible notes payable- related party		(146,025	)		(270,000	)
Net cash provided by (used in) financing activities		219,115			(24,353,604	)
Net increase (decrease) in cash during period		277,853			57,058
Cash and cash equivalents, beginning of period		68,758			11,700
Cash and cash equivalents, end of period	$	346,611		$	68,758
SUPPLEMENTAL DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
Change in value of common stock subject to possible redemption	$	(28,060	)	$	24,622,274
Original debt discount on bridge loan	$	-		$	23,118
Lease liabilities arising from obtaining ROU assets	$	-		$	59,428

~~Risks~~The ~~and~~accompanying ~~Uncertainties~~notes are an integral part of these audited financial statements.

~~Management continues to evaluate the impact of the COVID~~F-19 pandemic, Russia-Ukraine war, and the Middle East geopolitical tension on the economy and the capital markets and has concluded that, while it is reasonably possible that such events could have negative effects on the Company’s financial position and outlook for an Initial Business Combination, the specific impacts are not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.7

~~The~~HUDSON ~~current~~ACQUISITION ~~challenging~~I economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position after any such Initial Business Combination in the futureCORP. The ultimate duration and magnitude of the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control.

~~Liquidity~~NOTES ~~and~~TO ~~Capital~~FINANCIAL ~~Resources~~STATEMENTS

AsDECEMBER ~~of December~~ 31, 2024, the Company had $68,758 in its operating bank account and a working capital deficit of $4,439,876, the Company also has an accumulated deficit of $6,928,814. The Company may raise additional capital through loans or additional investments from the Sponsor or its stockholders, officers, directors, or third parties. The Company’s officers and directors and the Sponsor may but are not obligated to (except as described above), loan the Company funds, from time to time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or at least one year from the date that the financial statements were issued.

~~F-10~~NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS

In ~~connection~~Hudson ~~with~~Acquisition ~~the~~I ~~Company’s assessment~~Corp. ~~of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update~~ (“~~ASU~~Hudson”~~) 2014-15,~~ ~~“Disclosures~~or ~~of Uncertainties about an Entity’s Ability to Continue as a Going Concern,”~~ the ~~Company has until October 18, 2025, assuming the monthly extension requirements are satisfied, to consummate a Business Combination (the~~ “~~Combination Period~~Company”). ~~Following the first extension, the Company~~ was ~~able~~incorporated toin ~~extend~~ the ~~date~~State byof ~~which~~Delaware anon ~~Initial~~January ~~Business Combination must be consummated beyond July 18~~13, ~~2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 in each calendar month~~2021. ~~Following~~The ~~the second extension, the~~ Company’s ~~was~~business ~~able~~purpose tois ~~extend the date by which an Initial Business Combination must be consummated beyond April 18, 2024 up~~ to aneffect ~~additional~~a ~~nine times for an additional one month each time to January 18~~merger, ~~2025~~capital ~~upon~~stock ~~the deposit into the Trust Account of $25~~exchange,~~000~~ ~~each~~asset ~~calendar month. Following the third extension~~acquisition, ~~the~~stock ~~Company is able to extend the date by which an Initial Business Combination must be consummated beyond January 18~~purchase, ~~2025,~~reorganization upor tosimilar anbusiness ~~additional~~combination ~~nine times~~with ~~for an additional~~ one ~~month~~or ~~each~~more ~~time~~businesses ~~to October 18, 2025, with extension payments in connection with~~ (the ~~first~~“Initial ~~and second extension ending on July 5, 2024. It is uncertain that the Company will be able to consummate a~~ Business Combination ~~by this time~~”). IfThe ~~a Business Combination is not consummated by October 18, 2025, there will be a mandatory liquidation and subsequent dissolution of the~~ Company. ~~Management~~ has ~~determined~~selected ~~that~~December ~~the~~31 ~~liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue~~ as aits ~~going~~fiscal ~~concern.~~year ~~Management intends to complete a Business Combination prior to the~~ end ~~of the Combination Period~~. ~~No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period.~~

~~Business~~Throughout ~~combination~~this report, the terms “our,” “we,” “us,” and ~~related~~the ~~agreement~~“Company” refer to Hudson Acquisition I Corp.

OnAs ~~November~~of 22December 31, ~~2024~~2025, the Company ~~executed~~had ~~the~~not ~~Business~~commenced ~~Combination~~core ~~Agreement~~operations. ~~with~~All ~~Aiways~~activity ~~Automobile~~for ~~Europe~~the ~~GmbH~~period from January 13, a2021 ~~German~~(inception) ~~limited~~through ~~liability~~December ~~company~~31, ~~engaged~~2025 in relates to the ~~business~~Company’s offormation ~~developing~~and ~~electric~~raising ~~powered~~funds ~~vehicles~~through ~~and~~the ~~vehicle~~initial public offering (“~~Aiways”). Consistent~~Initial ~~with~~Public ~~our strategy~~Offering”), wewhich ~~have~~is ~~identified and~~described ~~used~~below, ~~general criteria~~ and ~~guidelines~~efforts ~~that~~in weidentifying ~~believe~~a ~~are~~target ~~important~~to inconsummate ~~evaluating~~an ~~the~~Initial ~~targets~~Business ~~businesses,~~Combination. ~~and~~The weCompany ~~conducted~~will anot ~~thorough due~~generate ~~diligence~~any ~~review~~operating ~~that~~revenues ~~encompassed,~~until ~~among~~after ~~other~~the ~~things,~~completion ~~meetings~~of ~~with~~an ~~incumbent~~Initial ~~management~~Business ~~and employees~~Combination, ~~document~~at ~~reviews~~the ~~and~~earliest. ~~inspection of~~The ~~facilities,~~Company asgenerates ~~applicable,~~non-operating asincome ~~well~~in asthe aform ~~review~~ of ~~financial~~interest ~~and~~income ~~other~~from ~~information~~the inproceeds ~~related~~derived tofrom the ~~Aiways~~Initial ~~Automobile~~Public ~~Combination~~Offering.

~~Nasdaq~~ ~~Compliance~~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”).

On ~~July~~Simultaneously ~~23,~~with ~~2024,~~ the ~~Company received~~closing aof ~~notice~~the ~~from~~Initial ~~The~~Public ~~NASDAQ~~Offering, ~~Stock~~the ~~Market~~Company’s ~~(“Nasdaq”) that its securities will be delisted from The Nasdaq Global Market. On December 15~~sponsor, ~~2023,~~Hudson ~~the~~SPAC ~~staff~~Holding ofLLC ~~Nasdaq~~ (the “~~Staff~~Sponsor”) ~~notified~~should ~~the~~have ~~Company~~purchased ~~that~~a ~~the~~total ~~market value~~ of ~~its listed securities had been below the minimum $50~~340,000~~,000~~ ~~required~~units ~~for continued listing as set forth in Listing Rule 5450~~(~~b)(2)(A) (~~the “~~Rule~~Initial Private Placement Units”) ~~for~~ ~~the~~at ~~previous~~a 30price ~~consecutive~~of ~~trading days~~$10.00 ~~Therefore,~~per inthe ~~accordance~~Initial ~~with~~Private ~~Listing~~Placement ~~Rule~~Unit ~~5810~~(~~c)(3)(C),~~ the ~~Company~~“Private ~~was~~Placement”) ~~provided~~(see ~~180~~Note ~~calendar days, or until June 12, 2024, to regain compliance with the Rule~~3). ~~However, the Company did not regain compliance with the Rule. 9~~

In ~~addition~~October 21, ~~based~~2022, onthe Company closed the ~~Staff’s~~ ~~review~~sale of 845,300 units (the ~~Company~~“OA Units”) at $10.00 per unit as a result of the underwriters’s ~~Definitive~~partial ~~Proxy~~exercise ~~Statement~~of ~~filed~~their ~~June~~over-allotment 24option (the “Overallotment Offering”) in connection with the previously announced Initial Public Offering pursuant to the underwriting agreement by and between the Company and Chardan Capital Markets, ~~2024~~LLC dated October 14, ~~the~~2022. ~~Staff~~Each ~~determined~~OA ~~that~~Unit consists of one share of Common Stock of the Company, ~~does not~~par ~~comply~~value ~~Listing~~$0.0001 ~~Rule~~per ~~5450~~share and one right to receive one-fifth (b1/5) of one share of the Common Stock upon the consummation of an Initial Business Combination (2the “Right”). Such OA Units were registered pursuant to the Company’s registration statement. As a result of the Overallotment Offering, the Company received gross proceeds of $8,453,000 (Abefore deducting certain underwriting discount and fees), ~~requiring~~part aof ~~minimum~~which 1was placed in the Trust Account. On October 21,~~100~~ 2022,~~000~~ ~~Publicly~~simultaneously ~~Held~~with ~~Shares~~the consummation of the Overallotment Offering, ~~and~~the ~~Listing~~Company ~~Rule~~completed ~~5450~~the private placement of additional 31,500 units (bthe “Overallotment Private Placement Units”)~~(2)(C)~~ pursuant to the Unit Private Placement Agreement dated October 14, ~~requiring~~2022 by and between the Company and the Sponsor, in connection with the underwriters’ partial exercise of the over-allotment option, at a ~~minimum~~ purchase price of $1510.00 ~~million~~per ~~Market~~Overallotment ~~Value~~Private Placement Unit, generating gross proceeds of ~~Publicly~~$315,000, ~~Held~~a ~~Shares~~portion ~~requirement~~of which was placed in the Trust Account.

~~Based~~ onFollowing the ~~Company’s equity~~closing ~~information~~of asthe ofInitial ~~July~~Public 22Offering and Overallotment, ~~2024~~an amount of $69,479,795 was placed in a Trust Account in the United States maintained by Continental Stock Transfer & Trust Company, ~~does~~as ~~not~~trustee. ~~comply~~The ~~with~~funds held in the ~~requirement~~Trust ~~for~~Account ~~continued~~were ~~listing~~invested ononly in United States government Treasury bills, bonds or notes having a maturity of 185 days or less, or in money market funds meeting the ~~Nasdaq~~applicable ~~Capital~~conditions ~~Market~~ under ~~Listing~~ Rule ~~5550.~~2a-7 ~~Additionally,~~promulgated under the ~~Staff~~Investment ~~has~~Company ~~concerns~~Act and that invest solely in U.S. treasuries, so that the Company ~~may~~is ~~also~~not nodeemed ~~longer~~to ~~comply~~be an investment company under the Investment Company Act. Except with respect to interest earned on the ~~minimum~~funds ~~400~~held ~~Total~~in ~~Holders requirement~~the ofTrust ~~Listing~~Account ~~Rule~~that ~~5450(a)(2)~~may ~~due~~be released to the ~~substantial~~Company ~~number~~to ofpay ~~shareholder~~for ~~redemptions~~income ~~and~~or ~~low~~other ~~number~~tax ofobligations, ~~shares~~the remaining ~~outstanding. Finally,~~proceeds will not be released from the Trust Account until the earlier of the completion of an Initial Business Combination or the Company’s ~~failed~~liquidation. toThe ~~timely~~proceeds ~~file~~held ~~its~~in ~~Form~~the ~~10-K~~Trust ~~for~~Account may be used as consideration to pay the ~~year~~sellers ~~ended~~of ~~December~~a ~~31,~~target ~~2023,~~business ~~and~~with ~~its~~which ~~Form~~the ~~10-Q~~Company ~~for~~will complete the ~~period~~Initial ~~ended March~~Business ~~31,~~Combination ~~2024,~~to asthe ~~required~~extent bynot ~~Listing~~used ~~Rule~~to ~~5250(c)(1).~~pay ~~Accordingly,~~redeeming ~~these~~stockholders. ~~matters~~Any ~~each~~amounts ~~serve~~not paid as ~~additional~~consideration ~~and~~to ~~separate~~the ~~basis~~sellers ~~for~~of ~~delisting~~the target business may be used to finance operations of the target business.

Under Listing Rule 5810, a company that fails to comply with the continued listing requirements is normally afforded a compliance period or the ability to submit a plan of compliance in order to be granted time to regain compliance. However, given that the Company fails to comply with multiple continued listing requirements by such significant margins, and that each of these requirements is related to the security’s liquidity necessary to maintain a fair and orderly market, the Staff has determined to apply more stringent criteria pursuant to its discretionary authority set forth in Listing Rule 5101. Accordingly, the Staff has concluded that continued listing is inappropriate and to delist the Company’s securities in order to maintain the quality of and public confidence in the Nasdaq market, to prevent fraudulent and manipulative acts and practices, to promote just and equitable principles of trade, and to protect investors and the public interest.F-8

FNo 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-11of-pocket expenses incurred by them in connection with activities on the Company’s behalf, such as identifying potential target businesses, performing business due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. Since the role of present management after the Initial Business Combination is uncertain, the Company has no ability to determine what remuneration, if any, will be paid to those persons after the Initial Business Combination.

~~Accordingly,~~The ~~the~~Company ~~Staff~~intends ~~has determined~~to ~~that~~use the ~~Company’s~~excess ~~securities~~working ~~will~~capital beavailable ~~delisted~~for ~~from~~miscellaneous ~~The~~expenses ~~Nasdaq~~such ~~Global~~as ~~Market.~~paying Infees ~~that~~to ~~regard,~~consultants ~~unless~~to ~~the~~assist ~~Company~~with ~~requests an~~the ~~appeal~~search offor ~~this~~a ~~determination~~target bybusiness ~~July~~and ~~30,~~for ~~2024,~~director ~~trading~~and ofofficer ~~the~~liability ~~Company’s~~insurance ~~ordinary shares~~premiums, ~~warrants,~~with ~~and~~the ~~units~~balance ~~will~~being beheld ~~suspended at~~in ~~the~~reserve ~~opening~~in ofthe ~~business~~event ondue ~~August 1~~diligence, ~~2024~~legal, accounting and aother ~~Form~~expenses ~~25-NSE~~of ~~will~~structuring beand ~~filed~~negotiating ~~with~~business ~~the~~combinations ~~Securities~~exceed ~~and~~estimates, ~~Exchange~~as ~~Commission~~well ~~(the~~as ~~“SEC”), which~~for ~~will~~reimbursement ~~remove~~of ~~the~~any ~~Company’s~~out-of-pocket ~~securities~~expenses ~~from~~incurred ~~listing~~by ~~and~~insiders, ~~registration~~officers onand ~~The~~directors ~~Nasdaq~~in ~~Stock~~connection ~~Market.~~with ~~The~~activities ~~Company~~on ~~may appeal~~ the ~~Staff~~ Company’s ~~determination~~behalf toas adescribed ~~Hearings Panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series~~below.

The allocation of the net proceeds available to the Company outside of the Trust Account, along with the interest earned on the funds held in the Trust Account available to pay for income and other tax liabilities, represents the best estimate of the intended uses of these funds. In ~~response~~the event that the assumptions prove to be inaccurate, the ~~Nasdaq delisting~~Company ~~notice~~may reallocate some of such proceeds within the above-described categories. If the estimate of the costs of undertaking due diligence and negotiating the Initial Business Combination is less than the actual amount necessary to do so, or the amount of interest available to the Company from the Trust Account is insufficient as a result of the volatile interest rate environment, the Company may be required to raise additional capital, the amount, availability and cost of which is currently unascertainable. In this event, the Company could seek such additional capital through loans or additional investments from the Sponsor or third parties. The Sponsor has ~~taken~~agreed to loan the ~~following~~Company ~~actions:~~up to an aggregate of $1,000,000 to be used for working capital purposes pursuant to a Promissory Note. As of December 31, 2025, the Company had $1,115,977 in borrowings under the Promissory Note (see Note 3). If the Company is unable to obtain the necessary funds, it may be forced to cease searching for a target business and liquidate without completing the Initial Business Combination.

●The OnCompany ~~July~~will 23likely use substantially all of the net proceeds of the Initial Public Offering, ~~2024~~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 ~~applied~~capital stock is used in whole or in part as consideration to ~~transfer~~effect ~~from~~the ~~Nasdaq~~Initial ~~Global~~Business ~~Market~~Combination, the proceeds held in the Trust Account which are not used to ~~Nasdaq~~consummate ~~Capital~~an ~~Market~~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 ~~July~~November 2422, 2024, the Company ~~requested~~executed the Business Combination Agreement with Aiways Automobile Europe GmbH, a ~~hearing~~German limited liability company engaged in the business of developing electric powered vehicles and ~~paid~~vehicle (“Aiways”). Consistent with our strategy, we have identified and used general criteria and guidelines that we believe are important in evaluating the ~~$20~~targets businesses,~~000~~ ~~fee~~and ~~for~~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 ~~hearing~~Aiways Automobile Combination.

●To Onthe ~~July~~extent ~~24,~~that ~~2024~~the Company is unable to consummate an Initial Business Combination, the Company ~~received~~will ~~hearing~~pay ~~instructions~~the costs of liquidation from ~~Nasdaq~~the remaining assets outside of the Trust Account. If such funds are insufficient, ~~and~~the Sponsor has ~~secured~~agreed to pay the ~~hearing~~funds ~~date~~necessary ~~for~~to ~~August~~complete ~~22,~~such ~~2024~~liquidation and has agreed not to seek repayment of such expenses.

The Company submitted its written submission to Nasdaq on August 2, 2024. The Company has also confirmed with Nasdaq that, in the event that the Company is delisted, the delisting will not preclude the combined entity (the deF-SPAC entity) from receiving initial listing approval for listing on the Nasdaq Stock Market. In fact, the combined entity will be held to the same quantitative initial listing standards irrespective of the listing status of the SPAC as a business combination resulting in a change of control and/or a de-SPAC business combination necessitates initial listing approval.9

~~The~~ ~~Company~~If ~~filed~~no ~~its~~business ~~Form 10-K~~combination ~~for~~is ~~the~~completed ~~year~~prior ~~ended~~to ~~December~~the 31mandatory liquidation date, ~~2023~~the proceeds then on ~~July~~deposit 23in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay taxes (less $100,000 ~~2024~~of interest to pay dissolution expenses), will be used to fund the redemption of the public shares. The Sponsor, directors, director nominees and officers will enter into a letter agreement with the Company, ~~filed~~pursuant ~~its~~to ~~Form~~which ~~10-Q~~they ~~for~~have agreed to waive their rights to liquidating distributions from the ~~three~~Trust ~~months~~Account ~~ended~~with ~~March~~respect ~~31,~~to ~~2024 on~~any ~~August~~Founder 2,Shares ~~2024~~held by them if the Company fails to complete the Initial Business Combination within such time period.

OnIn ~~August~~connection 12with the shares purchased by the founders, ~~2024~~the founders waive any and all right, title, interest or claim of any kind in or to any distributions by the Company ~~received~~ afrom ~~notification~~the ~~from~~Trust ~~Nasdaq~~Account ~~that~~which itwill ~~has~~be ~~cured~~established ~~its~~for ~~filing~~the ~~discrepancies~~benefit ~~under~~of ~~Listing~~the ~~Rule~~Company’s ~~5250(c)(1).~~public ~~The~~stockholders ~~Company~~and ~~has~~into ~~come~~which ~~up with~~substantially aall ~~series~~of the proceeds of ~~action~~the ~~plans~~Initial toPublic ~~regain~~Offering ~~compliance~~will be deposited (the “Trust Account”), ~~and~~in ~~presented~~the ~~its~~event ~~case~~of toa ~~Nasdaq~~liquidation ~~Panel~~of onthe ~~its~~Company ~~hearing~~upon onthe ~~August~~Company’s ~~22,~~failure ~~2024~~to timely complete an Initial Business Combination.

InExtension connection with the foregoing, and the information presented to the Nasdaq Panel, Nasdaq issued a letter to the Company on September 27, 2024, which stated, in pertinent part, that based on the information presented to the panel, the Company’s request for an exception to complete its plan of compliance has been granted. Thus, the Panel has granted the Company’s request for continued listing on the Exchange, subject to the following:Amendment

1. On orJuly ~~before October 4~~17, ~~2024~~2023, the Company ~~shall~~held ~~provide~~the aSpecial ~~detailed~~Meeting. ~~update~~On toJune 28, 2023, the ~~Panel~~record ondate for the ~~status~~Special Meeting, there were 8,928,125 shares of ~~its~~common ~~merger~~stock ~~with~~outstanding, ~~Aiways~~in ~~and~~which 8,556,625 were entitled to vote at the ~~status~~Special Meeting, approximately 84% of ~~all~~which ~~completed~~were ~~transfers~~represented ofin ~~Founder~~person ~~Shares~~or ~~and~~by ~~Private~~proxy ~~Placement~~at ~~Shares~~the Special Meeting. ~~Additionally,~~The stockholders approved the proposal to amend the Company’s ~~shall~~Certificate ~~provide~~of Incorporation to give the ~~Panel~~Company ~~and~~the ~~Nasdaq~~option ~~Listing~~to ~~Qualifications~~extend ~~Staff~~the ~~with~~date ~~copies~~by ofwhich ~~all~~the ~~agreements~~Company ~~related~~must effect a Business Combination beyond July 18, 2023 up to ~~the~~nine ~~share~~(9) ~~transfers.~~times ~~The~~for ~~Panel~~an ~~requests~~additional ~~Nasdaq~~(1) ~~Staff~~month each time to ~~review~~April 18, 2024 upon the ~~agreements~~deposit ~~related~~into tothe Trust Account of $80,000 for each calendar month. This amendment increased the ~~shares~~time ~~transfer~~the ~~and~~Company has to ~~indicate~~consummate toan Initial Business Combination from the ~~Panel~~original ~~whether~~maximum ~~any~~amount ~~additional~~of ~~deficiencies~~15 ~~arise~~months to 18 months from the ~~transactions~~Initial Public Offering date. ~~The~~In ~~Company~~connection ~~must~~with ~~promptly~~the ~~respond~~votes to ~~any~~approve ~~requests~~the ~~from~~proposals ~~Nasdaq~~above, ~~Staff~~the holders of 4,427,969 shares of common stock of the Company properly exercised their right to redeem their shares for ~~additional~~approximately ~~information~~$10.43 Toper ~~date~~share. Following such redemptions, $46,169,982 was withdrawn from the ~~Company~~trust ~~has~~account ~~completed~~on ~~this~~July ~~first~~25, ~~request~~2023 ~~from~~and ~~Nasdaq~~2,417,331 Public Shares remained outstanding as of December 31, 2023.

2. On orJuly ~~before November 22~~17, ~~2024~~2023, the Company ~~must~~filed ~~complete~~a certificate of amendment (the ~~transfer~~“Certificate of Amendment”) to the ~~remainder~~Company’s Second Amended and Restated Certificate of Incorporation (the ~~Founder~~“Certificate ~~Shares~~of ~~and~~Incorporation”) ~~Private~~with ~~Placement~~the ~~Shares~~Secretary ~~and~~of ~~shall~~State ~~provide~~of the ~~Panel~~State ~~with~~of aDelaware. ~~list~~The Certificate of ~~all~~Amendment ~~transferees,~~amends athe ~~description~~Certificate of ~~how~~Incorporation to (i) give the Company ~~identified~~the option to extend the ~~transferee,~~date ~~and~~by which the Company must effect a ~~detailed~~Business ~~description~~Combination ofbeyond ~~any~~July ~~differences~~18, in2023 ~~the~~up ~~agreements~~to ~~between~~nine (9) times for an additional (1) month each oftime ~~these~~to ~~transfers~~April ~~and~~18, ~~with~~2024 upon the ~~agreements~~deposit into the Trust Account of $80,000 for each calendar month and (ii) eliminate the ~~initial~~limitation ~~transfers.~~that ~~The~~the Company ismay not redeem public shares to the extent that such redemption would result in the ~~process~~Company ofhaving ~~completing~~net ~~this~~tangible ~~request,~~assets ~~and~~(as ~~expects~~determined toin ~~complete~~accordance ~~this~~with ~~request~~Rule on3a51-1(g)(1) orof ~~before~~the ~~November~~Securities ~~22,~~Exchange ~~2024~~Act of 1934 of less than $5,000,001.

3. On orApril ~~before~~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 2018, 2025, upon the ~~Company~~deposit ~~must~~into ~~complete~~the Trust Account of $25,000 for each calendar month and (ii) to remove the ~~proposed~~geographic limitations for a Business Combination., ~~and~~which ~~demonstrate,~~requires bythe ~~means~~deletion of aSection ~~listing~~J ~~approval~~of ~~from~~the ~~Nasdaq~~Sixth ~~Staff~~Article in the Charter: “J. At no time, ~~compliance~~the Corporation shall undertake a Business Combination with ~~IM-5101-~~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 properly exercised their right to redeem their shares (and ~~all~~did ~~applicable~~not ~~initial~~withdraw ~~listing~~their ~~requirements~~redemption) for ~~listing~~cash ~~the~~at ~~combined~~a ~~company~~redemption onprice ~~the~~of ~~Capital~~approximately ~~Market~~$11.10 per share, for an aggregate redemption amount of $25,712,132. Following such redemptions, 101,463 Public Shares remained outstanding.

F-1210

On ~~January~~July 225, ~~2025~~2024, the ~~Nasdaq Hearings~~Company ~~Panel~~held ~~(“Panel”)~~the ~~has~~Special ~~determined~~Meeting. toOn ~~delist~~June ~~the~~4, ~~securities~~2024, ofthe ~~HUDA~~record ~~from~~date for the ~~Nasdaq~~Special ~~Stock~~Meeting, ~~Market.~~there ~~Under~~were ~~the~~1,816,463 ~~terms~~shares of ~~the~~ ~~Panel’s~~common ~~September~~stock 27outstanding, ~~2024~~and ~~decision~~2,184,288 ~~Hudson~~shares ~~was~~of ~~required~~common stock and units entitled to ~~regain~~be ~~compliance~~voted ~~with~~at the ~~minimum~~Special ~~total~~Meeting, ~~holders~~approximately ~~requirement~~98% of ~~Listing~~ ~~Rule~~which ~~5450(a)(2);~~were represented in person or by proxy at the ~~requirement~~Special Meeting. The stockholders approved the proposal to ~~maintain~~amend athe ~~minimum~~Company’s ~~1,100,000~~Second ~~Publicly~~Amended ~~Held~~and ~~Shares~~Restated Certificate of ~~Listing~~Incorporation ~~Rule~~pursuant ~~5450(b)(2)(A);~~to an amendment to the ~~minimum market~~Charter ~~value~~in ofthe ~~listed~~form ~~securities~~set ~~requirement~~forth in ~~Listing~~Annex ~~Rule 5450(b)(2)(~~A); ~~and~~to the ~~minimum~~Proxy ~~market~~Statement ~~value~~to ofextend ~~publicly~~the ~~held~~date ~~shares~~by ~~requirement in~~which ~~Listing~~the ~~Rule~~Company ~~5450(b)(2)(C)~~must effect a merger, bycapital ~~the~~stock ~~time~~exchange, ofasset ~~completing~~acquisition, astock ~~business~~purchase, ~~combination.~~reorganization Asor ~~HUDA~~similar ~~failed~~business tocombination ~~meet~~with ~~the~~one ~~listing~~or ~~requirements~~more ~~within the~~businesses ~~specified~~from ~~timeframe~~January 18, ~~accordingly~~2025, ~~the~~up ~~Panel~~to ~~has~~nine ~~determined~~(9) totimes ~~delist~~for ~~the~~an ~~HUDA’s~~additional ~~securities~~one ~~from~~(1) ~~Nasdaq~~month each time to October 18, 2025, and will ~~suspend~~no ~~trading in~~longer ~~those~~require ~~securities~~monthly ~~effective~~deposits atinto the ~~open~~Trust ofAccount ~~business~~as onof ~~January~~July 245, ~~2025~~2024. ~~Nasdaq~~The ~~will~~stockholders ~~complete~~also approved an amendment to the ~~delisting~~Charter byto ~~filing~~amend athe ~~Form~~Company’s 25Second ~~Notification~~ Amended and Restated Certificate of ~~Delisting~~Incorporation ~~with~~pursuant to the ~~SEC,~~Charter ~~after~~in ~~applicable~~the ~~appeal~~form ~~periods~~set ~~have~~forth ~~lapsed.~~in ~~Nasdaq~~forth ~~allows~~in ~~HUDA~~Annex B to ~~request~~the ~~that~~Proxy Statement to amend Article Sixth of the ~~Nasdaq~~Charter ~~Listing~~by adding a definition of IPO Rights, and ~~Hearing Review~~Sixth ~~Council~~(A)(ii) by adding “and IPO Rights” and (“~~NLHRC~~and rights”) ~~review~~to ~~this~~read: ~~decision.~~“or ~~The~~(ii) ~~management~~provide its holders of ~~HUDA~~8 ~~decided~~IPO ~~not~~Shares and IPO Rights with the opportunity to ~~appeal~~sell their shares and rights to the Corporation by means of a tender offer (“Tender Offer”)”.

~~NOTE~~On 2July —10, ~~BASIS~~2024, OFthe ~~PRESENTATION~~Company ~~AND~~filed ~~SUMMARY OF~~a ~~SIGNIFICANT~~Certificate ~~ACCOUNTING~~of ~~POLICIES~~Amendment to the Company’s Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to give the Company the option to extend the date by which the Company must effect a Business Combination beyond January 18, 2025, up to nine (9) times for an additional (1) month each time to October 18, 2025, and will no longer require monthly deposits into the Trust Account as of July 5, 2024.

~~Basis~~ In connection with the vote to approve the Extension Amendment, the holders of ~~Presentation~~3,200 shares of Public Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.08 per share, for an aggregate redemption amount of $35,457. Following such redemptions, 98,263 Public Shares remained outstanding as of December 31, 2024.

~~The~~ ~~accompanying~~On ~~financial statements~~October of15, 2025, the Company ~~have~~held ~~been~~the ~~prepared~~Special inMeeting. ~~accordance~~On ~~with~~September ~~accounting~~25, ~~principles~~2025, ~~generally~~the ~~accepted~~record indate for the ~~United States~~Special Meeting, there were 2,181,088 shares of ~~America~~ ~~(“US~~common ~~GAAP”).~~stock ~~Significant~~outstanding, ~~accounting~~and ~~policies~~2,181,088 ~~followed~~shares of common stock entitled to be voted at the Special Meeting, approximately 96% of which were represented in person or by proxy at the Special Meeting. The stockholders approved the proposal to amend the Company’s Third Amended and Restated Certificate of Incorporation pursuant to an amendment to the Charter in the ~~preparation~~form ofset forth in Annex A to the ~~accompanying~~Proxy ~~financial statements~~Statement ~~are~~to ~~summarized~~extend ~~below~~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 from October 18, 2025, up to nine (9) times for an additional one (1) month each time to July 18, 2026, and does not require monthly deposits into the Trust Account.

~~Reclassification~~On October 15, 2025, the Company filed a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware. The Certificate of Amendment amends the Certificate of Incorporation to give the Company the option to extend the date by which the Company must effect a Business Combination beyond October 18, 2025, up to nine (9) times for an additional (1) month each time to July 18, 2026, and will no longer require monthly deposits into the Trust Account.

~~Certain~~ ~~amounts~~In ~~have~~connection ~~been~~with ~~reclassified~~the vote to ~~improve~~approve the ~~clarity~~Extension ~~and~~Amendment, ~~comparability~~the holders of ~~the~~61,492 ~~financial~~shares ~~statements.~~of ~~These~~Public ~~reclassifications had~~Shares noproperly ~~impact~~exercised ontheir ~~previously~~right ~~reported~~to ~~total~~redeem ~~assets,~~their ~~liabilities~~shares for cash at a redemption price of approximately $11.08 per share, ~~equity~~for an aggregate redemption amount of $681,347. ~~net~~Following ~~income~~such ~~(loss)~~redemptions, or36,771 ~~cash~~Public ~~flows~~Shares ~~for~~remained ~~any~~outstanding ~~periods~~as ~~presented~~of December 31, 2025.

~~Emerging~~Risks ~~Growth~~and ~~Company~~Uncertainties

~~The~~Management ~~Company~~continues is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to ~~other~~evaluate ~~public companies that are not emerging growth companies including, but not limited to, not being required to comply with~~ the ~~auditor~~ ~~attestation~~impact ~~requirements~~ of ~~Section 404 of~~ the ~~Sarbanes~~COVID-~~Oxley~~19 ~~Act of 2002~~pandemic, ~~reduced~~Russia-Ukraine ~~disclosure obligations regarding executive compensation in its periodic reports and proxy statements~~war, and ~~exemptions from~~ the ~~requirements~~Middle ofEast ~~holding~~geopolitical atension ~~nonbinding advisory vote~~ on ~~executive~~the ~~compensation~~economy and ~~shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of~~ the ~~JOBS~~capital ~~Act~~markets ~~exempts~~and ~~emerging~~has ~~growth~~concluded ~~companies from being required to comply with new or revised financial accounting standards until private companies (~~that is, ~~those~~while ~~that~~it ~~have~~is ~~not~~reasonably ~~had~~possible athat ~~Securities~~such ~~Act~~events ~~registration~~could ~~statement declared effective or do not~~ have anegative ~~class of~~effects ~~securities~~on ~~registered under~~ the ~~Exchange~~Company’s ~~Act) are required to comply with the new or revised~~ financial ~~accounting~~position ~~standards. The JOBS Act provides that a company can elect to opt out of the extended transition period~~ and ~~comply~~outlook with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for ~~public or private companies, the Company, as~~ an ~~emerging~~Initial ~~growth~~Business ~~company~~Combination, ~~can adopt~~ the ~~new~~specific orimpacts ~~revised~~are ~~standard~~not atreadily ~~the~~determinable ~~time~~as ~~private~~of ~~companies adopt~~ the ~~new~~date ~~or revised standard. This may make comparison~~ of ~~the~~these ~~Company’s~~ financial statements. ~~with~~The ~~another~~financial ~~public~~statements ~~company~~do ~~which~~not isinclude ~~neither~~any anadjustments ~~emerging~~that ~~growth~~might ~~company nor~~result anfrom ~~emerging growth company which has opted out of using~~ the ~~extended~~outcome ~~transition period difficult or impossible because~~ of ~~the~~these ~~potential differences in accounting standards used~~uncertainties.

~~Use~~The current challenging economic climate may lead to adverse changes in cash flows, working capital levels and/or debt balances, which may also have a direct impact on the Company’s future operating results and financial position after any such Initial Business Combination in the future. The ultimate duration and magnitude of ~~Estimates~~the impact and the efficacy of government interventions on the economy and the financial effect on the Company is not known at this time. The extent of such impact will depend on future developments, which are highly uncertain and not in the Company’s control.

The preparation of financial statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period.F-11

~~F-13~~Liquidity and Capital Resources

~~Making~~ ~~estimates~~As ~~requires management~~of toDecember ~~exercise~~31, ~~significant~~2025, ~~judgment.~~the ItCompany ishad ata ~~least~~working ~~reasonably~~capital ~~possible~~deficit ~~that~~of $4,958,469, the ~~estimate~~Company also has an accumulated deficit of $7,844,884. The Company may raise additional capital through loans or additional investments from the ~~effect~~Sponsor ofor aits ~~condition~~stockholders, ~~situation~~ officers, directors, or ~~set~~third ofparties. ~~circumstances~~The ~~that~~Company’s ~~existed~~officers atand directors and the ~~date~~Sponsor ofmay but are not obligated to (except as described above), loan the ~~financial~~Company ~~statement~~funds, ~~which~~from ~~management~~time ~~considered~~to time, in ~~formulating~~whatever ~~its~~amount ~~estimate, could~~they ~~change~~deem reasonable in their sole discretion, to meet the ~~near~~Company’s ~~term~~working ~~due~~capital toneeds. ~~one~~Based on the foregoing, the Company believes it will have sufficient working capital and borrowing capacity from the Sponsor or ~~more~~an ~~future~~affiliate ~~confirming~~of ~~events.~~the ~~Accordingly~~Sponsor, or certain of the ~~actual~~Company’s ~~results~~officers ~~could~~and ~~differ~~directors ~~significantly~~ to meet its needs through the earlier of the consummation of a Business Combination or at least one year from ~~those~~the ~~estimates~~date that the financial statements were issued.

~~Cash~~ In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the Company has until July 18, 2026, assuming the monthly extension requirements are satisfied, to consummate a Business Combination (the “Combination Period”). Following the first extension, the Company was able to extend the date by which an Initial Business Combination must be consummated beyond July 18, 2023 up to nine times for an additional one month each time to April 18, 2024 upon the deposit into the Trust Account of $80,000 in each calendar month. Following the second extension, the Company was able to extend the date by which an Initial Business Combination must be consummated beyond April 18, 2024 up to an additional nine times for an additional one month each time to January 18, 2025 upon the deposit into the Trust Account of $25,000 each calendar month. Following the third extension, the Company is able to extend the date by which an Initial Business Combination must be consummated beyond January 18, 2025, up to an additional nine times for an additional one month each time to October 18, 2025, with extension payments in connection with the first and ~~Cash~~second ~~Equivalents~~extension ending on July 5, 2024. Following the fourth extension, the Company is able to extend the date by which an Initial Business Combination must be consummated beyond October 18, 2025, up to an additional nine times for an additional one month each time to July 18, 2026, with no further extension payments. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated by July 18, 2026, there will be a mandatory liquidation and subsequent dissolution of the Company. Management has determined that the liquidity condition and mandatory liquidation, should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management intends to complete a Business Combination prior to the end of the Combination Period. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the end of the Combination Period.

~~The~~Business ~~Company~~combination ~~considers~~and ~~all short-term~~related ~~investments with an original maturity of three months or less when purchased to be cash equivalents.~~agreement

AsOn ofNovember ~~December 31~~22, 2024, the Company’s ~~cash~~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 ~~cash~~vehicle ~~equivalents~~(“Aiways”). ~~include~~Consistent ~~balances~~with ~~deposited~~our strategy, we have identified and used general criteria and guidelines that we believe are important in ~~working~~evaluating ~~capital~~the targets businesses, and we conducted a thorough due diligence review that encompassed, among other things, meetings with incumbent management ~~account~~and employees, document reviews and ~~margin~~inspection ~~balances~~of ~~held~~facilities, ~~therein~~as applicable, as well as a review of financial and other information in related to the Aiways Automobile Combination.

~~The~~Nasdaq margin balances are subject to a maintenance margin requirement. A margin call and potential forced liquidation will only occur if the account balance falls below the required maintenance level and no deposit is made to restore the margin. Until such time, the funds in the margin account remain fully accessible and available for general use by the Company. As of December 31, 2024, there are $44,710 margin balance held by bank, no subsequent margin call and forced liquidation occurred up to the reporting date.Compliance

In ~~accordance~~On ~~with~~July ~~ASC~~23, ~~305 -~~2024, ~~Cash~~the ~~and~~Company ~~Cash~~received ~~Equivalents~~a notice from The NASDAQ Stock Market (“Nasdaq”) that its securities will be delisted from The Nasdaq Global Market. On December 15, 2023, the ~~Company~~staff ~~has~~of ~~assessed~~Nasdaq (the “Staff”) notified the Company that the ~~margin~~market ~~balance~~value isof ~~not~~its ~~subject~~listed tosecurities ~~withdrawal~~had ~~restrictions~~been ~~and~~below ~~is not~~the ~~classified~~minimum $50,000,000 required for continued listing as ~~restricted~~set ~~cash.~~forth Asin Listing Rule 5450(b)(2)(A) (the ~~account~~“Rule”) ~~remains~~for ~~liquid~~the ~~and~~previous ~~available~~30 consecutive trading days. Therefore, ~~the~~in ~~full~~accordance ~~balance~~with ofListing Rule 5810(c)(3)(C), the ~~margin~~Company ~~balance~~was ~~has~~provided ~~been~~180 ~~included in~~calendar ~~cash~~days, ~~and~~or ~~cash~~until ~~equivalents~~June in12, 2024, to regain compliance with the ~~accompanying~~Rule. ~~financial~~However, ~~statements~~the Company did not regain compliance with the Rule. 9

~~Marketable~~ ~~Securities~~In addition, based on the Staff’s review of the Company’s Definitive Proxy Statement filed June 24, 2024, the Staff determined that the Company does not comply Listing Rule 5450(b)(2)(A), requiring a minimum 1,100,000 Publicly Held inShares, ~~Trust~~and ~~Account~~Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million Market Value of Publicly Held Shares requirement.

~~The~~Based ~~Company~~on ~~classifies~~the ~~its Marketable~~Company’s ~~Securities~~equity information as ~~held-to-maturity~~of inJuly ~~accordance~~22, ~~with~~2024, ~~ASC~~the ~~Topic~~Company ~~320~~does ~~“Investments~~not -comply ~~Debt~~with ~~and~~the ~~Equity~~requirement ~~Securities.”~~for ~~Held-to-maturity securities~~continued ~~are~~listing ~~those~~on ~~securities which~~ the ~~Company~~Nasdaq ~~has~~Capital ~~the~~Market ~~ability~~under ~~and~~Listing ~~intent~~Rule to5550. ~~hold~~Additionally, ~~until~~the ~~maturity.~~Staff ~~Held-to-maturity~~has ~~treasury~~concerns ~~securities are~~that ~~recorded~~the atCompany ~~amortized~~may ~~cost~~also onno ~~the~~longer ~~accompanying~~comply ~~balance~~with ~~sheets~~the ~~and~~minimum ~~adjusted~~400 ~~for~~Total ~~the~~Holders ~~amortization~~requirement orof ~~accretion~~Listing ofRule ~~premiums~~5450(a)(2) ordue ~~discounts. When~~to the ~~Company’s~~substantial ~~investments~~number ~~held~~of inshareholder ~~the~~redemptions ~~Trust~~and ~~Account~~low ~~are~~number ~~comprised~~ of ~~money~~shares ~~market~~remaining ~~securities~~outstanding. Finally, the ~~investments~~Company ~~are~~failed ~~classified as~~to ~~trading~~timely ~~securities.~~file ~~Gains~~its ~~and~~Form ~~losses~~10-K ~~resulting~~for ~~from~~ the ~~change~~year inended ~~fair~~December ~~value~~31, of2023, ~~these~~and ~~securities~~its isForm ~~included~~10-Q infor ~~interest~~the ~~earned~~period ~~on investments~~ended ~~held~~March in31, ~~the~~2024, ~~Trust~~as ~~Account~~required inby ~~the~~Listing ~~accompanying~~Rule ~~statement of operations~~5250(c)(1). ~~The~~Accordingly, ~~estimated~~these ~~fair~~matters ~~values~~each ofserve ~~investments~~as ~~held~~additional inand ~~the Trust~~separate ~~Account~~basis ~~are~~for ~~determined using available market information~~delisting.

~~Since~~Under ~~the~~Listing ~~completion~~Rule of5810, ~~its~~a ~~IPO~~company onthat ~~October~~fails ~~14, 2022,~~to ~~and~~comply ~~through~~with ~~December~~the ~~31,~~continued ~~2024,~~listing ~~the~~requirements ~~Company~~is ~~withdrew~~normally ~~$595,577~~afforded ~~from~~a ~~the~~compliance ~~Trust~~period ~~Account~~or the ability to ~~pay~~submit ~~its~~a ~~liabilities~~plan ~~related~~of tocompliance ~~the~~in ~~income taxes~~order ~~and~~to ~~Delaware~~be ~~franchise~~granted ~~taxes.~~time ~~Through~~to ~~December~~regain ~~31,~~compliance. ~~2024~~However, given that the Company ~~remitted~~fails ~~$215,265~~ to ~~the~~comply ~~Delaware~~with ~~franchise~~multiple ~~tax~~continued ~~authorities, which~~listing ~~resulted~~requirements inby ~~excess~~such ofsignificant ~~funds~~margins, ~~withdrawn~~and ~~from~~that ~~the~~each ~~Trust~~of ~~Account,~~these ~~but~~requirements ~~not~~is ~~remitted~~related to the ~~government~~security’s ~~authorities~~liquidity ofnecessary ~~$380,312.~~to ~~Additionally, as~~maintain ofa ~~December~~fair ~~31,~~and ~~2024~~orderly market, the ~~Company~~Staff ~~had~~has ~~accrued~~determined ~~but~~to ~~unpaid~~apply ~~income~~more ~~tax~~stringent ~~liability~~criteria ofpursuant ~~$943,000,~~to ~~unpaid~~its ~~excise~~discretionary ~~tax~~authority ~~liability~~set offorth ~~$719,176 and~~in ~~unpaid~~Listing ~~liability~~Rule ~~for~~5101. Accordingly, the ~~Delaware~~Staff ~~franchise~~has ~~tax~~concluded ofthat ~~$298,886.~~continued Aslisting ofis ~~December~~inappropriate ~~31,~~and ~~2024,~~to delist the Company’s ~~had~~securities ~~$68,758~~ in ~~its~~order ~~operating~~to ~~bank account~~maintain ~~and~~the ~~had~~quality ~~used~~of ~~all~~and ofpublic confidence in the ~~funds~~Nasdaq ~~withdrawn~~market, ~~from~~to ~~the~~prevent ~~Trust~~fraudulent ~~Account~~and ~~for~~manipulative ~~payments~~acts ofand ~~other~~practices, ~~operating~~to ~~expenses~~promote ~~not~~just ~~related~~ and equitable principles of trade, and to ~~taxes.~~protect investors and the public interest.

The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.F-12

~~Offering~~Accordingly, ~~Costs~~the Staff has determined that the Company’s securities will be delisted from The Nasdaq Global Market. On July 11, 2025 a Form 25-NSE was filed with the Securities and Exchange Commission (the “SEC”), which removed the Company’s securities from listing and registration on The Nasdaq Stock Market.

~~Offering~~In ~~costs~~response ~~consist~~to ~~of professional~~the ~~fees,~~Nasdaq ~~filing~~delisting notice, ~~regulatory and other costs incurred through~~ the ~~balance~~Company ~~sheet~~has ~~date~~taken ~~that are directly related to~~ the ~~Initial Public~~following ~~Offering.~~actions:

~~Common~~● ~~Stock~~On ~~Subject~~July 23, 2024, the Company applied to ~~Possible~~transfer ~~Redemption~~from Nasdaq Global Market to Nasdaq Capital Market.

~~The~~● ~~Company~~On ~~accounts~~July ~~for~~24, ~~its common~~2024, ~~stock subject to possible redemption in accordance with~~ the ~~guidance~~Company inrequested ~~Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption is classified as~~ a ~~liability~~hearing ~~instrument~~ and ispaid ~~measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within~~ the ~~control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times~~$20,000 ~~common~~fee ~~stock~~for ~~is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of~~ the ~~Company’s control and subject to occurrence of uncertain future events~~hearing. ~~Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit (equity) section of the Company’s balance sheet.~~

~~The~~● ~~Company~~On ~~recognizes~~July ~~changes in~~24, ~~redemption~~2024, ~~value immediately as they occur and adjusts~~ the ~~carrying~~Company ~~value~~received ofhearing ~~redeemable~~instructions ~~ordinary~~from ~~shares~~Nasdaq, toand ~~equal~~has ~~the~~secured ~~redemption value at~~ the ~~end~~hearing ofdate ~~each~~for ~~reporting~~August ~~period.~~22, ~~Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit~~2024.

AsThe ofCompany ~~December~~submitted 31its written submission to Nasdaq on August 2, 2024. ~~and 2023~~The Company has also confirmed with Nasdaq that, in the ~~common~~event ~~stock~~that ~~subject~~the toCompany ~~possible~~is ~~redemption~~delisted, ~~reflected~~the delisting will not preclude the combined entity (the de-SPAC entity) from receiving initial listing approval for listing on the ~~balance~~Nasdaq ~~sheet~~Stock isMarket. ~~reflected~~In infact, the ~~following~~combined ~~table:~~entity will be held to the same quantitative initial listing standards irrespective of the listing status of the SPAC as a business combination resulting in a change of control and/or a de-SPAC business combination necessitates initial listing approval.

Common stock subject to possible redemption, December 31, 2022	$	69,786,334
Less:
Redemption of common stock in connection with Trust Extension		(46,169,982	)
Add:
Accretion of carrying value to redemption value		1,910,592
Common stock subject to possible redemption, December 31, 2023	$	25,526,944
Less:
Redemption of common stock		(25,747,589	)
Add:
Accretion of carrying value to redemption value		1,125,315
Common stock subject to possible redemption, December 31, 2024	$	904,670

The Company filed its Form 10-K for the year ended December 31, 2023 on July 23, 2024. The Company filed its Form 10-Q for the three months ended March 31, 2024 on August 2, 2024.

~~F-14~~On August 12, 2024, the Company received a notification from Nasdaq that it has cured its filing discrepancies under Listing Rule 5250(c)(1). The Company has come up with a series of action plans to regain compliance, and presented its case to Nasdaq Panel on its hearing on August 22, 2024.

~~Income~~In ~~Taxes~~connection with the foregoing, and the information presented to the Nasdaq Panel, Nasdaq issued a letter to the Company on September 27, 2024, which stated, in pertinent part, that based on the information presented to the panel, the Company’s request for an exception to complete its plan of compliance has been granted. Thus, the Panel has granted the Company’s request for continued listing on the Exchange, subject to the following:

~~The~~1. ~~Company~~On ~~follows~~or ~~the~~before ~~asset and~~October ~~liability~~4, ~~method~~2024, ofthe ~~accounting~~Company ~~for~~shall ~~income~~provide ~~taxes~~a ~~under~~detailed ~~ASC~~update ~~740,~~to ~~“Income~~the ~~Taxes.”~~Panel ~~Deferred~~on ~~tax assets and liabilities are recognized for~~ the ~~estimated~~status ~~future~~of ~~tax~~its ~~consequences~~merger ~~attributable~~with toAiways ~~differences~~and ~~between~~ the ~~financial~~status ~~statement~~of ~~carrying~~all ~~amounts~~completed transfers of ~~existing assets~~Founder ~~and~~Shares ~~liabilities~~ and ~~their~~Private ~~respective~~Placement ~~tax bases~~Shares. ~~Deferred~~Additionally, ~~tax~~the ~~assets~~Company ~~and~~shall ~~liabilities~~provide ~~are~~the ~~measured~~Panel ~~using~~and ~~enacted~~Nasdaq ~~tax~~Listing ~~rates~~Qualifications ~~expected to~~Staff ~~apply~~with tocopies ~~taxable~~of ~~income~~all inagreements ~~the~~related ~~years~~to inthe ~~which~~share ~~those~~transfers. ~~temporary~~The ~~differences~~Panel ~~are~~requests ~~expected~~Nasdaq Staff to bereview ~~recovered~~the oragreements ~~settled.~~related ~~The~~to ~~effect~~the onshares ~~deferred tax~~transfer ~~assets~~ and ~~liabilities~~to ofindicate ato ~~change~~the inPanel ~~tax~~whether ~~rates~~any isadditional ~~recognized~~deficiencies inarise ~~income~~from in the ~~period~~transactions. ~~that~~The ~~included~~Company ~~the~~must ~~enactment~~promptly ~~date.~~respond ~~Valuation allowances~~to ~~are~~any ~~established,~~requests ~~when~~from ~~necessary,~~Nasdaq toStaff ~~reduce~~for ~~deferred~~additional ~~tax~~information. ~~assets~~To todate, the ~~amount~~Company ~~expected~~has tocompleted bethis ~~realized~~first request from Nasdaq.

~~ASC~~2. ~~740~~On ~~prescribes~~or abefore ~~recognition threshold~~November ~~and~~22, a2024, ~~measurement~~the ~~attribute~~Company ~~for~~must complete the ~~financial~~transfer ~~statement~~of ~~recognition~~the ~~and~~remainder ~~measurement~~ of ~~tax~~the ~~positions~~Founder ~~taken~~Shares orand ~~expected~~Private toPlacement ~~be taken~~Shares inand ashall ~~tax~~provide ~~return.~~the ~~For~~Panel ~~those~~with ~~benefits~~a tolist beof ~~recognized~~all transferees, a ~~tax~~description ~~position~~of ~~must~~how bethe ~~more~~Company ~~likely~~identified ~~than~~the ~~not~~transferee, toand bea ~~sustained~~detailed ~~upon~~description ~~examination by~~of ~~taxing~~any ~~authorities.~~differences ~~The~~in ~~Company~~the ~~recognizes~~agreements ~~accrued~~between ~~interest~~each ~~and~~of ~~penalties~~these ~~related~~transfers toand ~~unpaid~~with ~~tax~~the ~~liabilities~~agreements asfor ~~income~~the ~~tax~~initial ~~expense~~transfers. The Company is ~~subject~~in the process of completing this request, and expects to ~~income~~complete ~~tax~~this ~~examinations~~request byon ~~major~~or ~~taxing~~before ~~authorities~~November ~~since~~22, ~~inception~~2024.

~~Net~~3. ~~Income~~On ~~(Loss)~~or ~~per~~before ~~Share~~January 20, 2025, the Company must complete the proposed Business Combination and demonstrate, by means of ~~Common~~a ~~Stock~~listing approval from Nasdaq Staff, compliance with IM-5101-2 and all applicable initial listing requirements for listing the combined company on the Capital Market.

~~The Company has two outstanding classes of shares, which are referred to as redeemable common stock and non~~F-redeemable common stock. Earnings and losses are shared pro rata between the two classes of stock. The 98,263 and 2,417,331 redeemable shares of common stock for which the outstanding Public Rights are exercisable were excluded from diluted earnings and losses per share for the years ended December 31, 2024 and 2023, respectively because they are contingently exercisable, and the contingencies have not yet been met. As a result, diluted net income (loss) per share of common stock is the same as basic net income (loss) per share of common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of shares. 13

	For the Year Ended December 31,
	2024			2023
Common stock subject to possible redemption
Numerator: Earnings allocable to common stock subject to redemption
Net income attributable to common stock subject to possible redemption, as adjusted	$	597,539		$	662,139
Denominator: Weighted average common shares subject to redemption
Basic and diluted weighted average shares outstanding, common stock subject to possible redemption		777,107			4,807,221
Basic and diluted net income per share, common stock subject to possible redemption	$	0.77		$	0.14
Non-Redeemable common stock
Numerator: Net loss minus net earnings - Basic and diluted
Net income(loss)	$	(817,025	)	$	121,221
Less: net income attributable to common stock subject to redemption		(597,539	)		(662,139	)
Net loss attributable to non-redeemable common stock, as adjusted	$	(1,414,564	)	$	(540,918	)
Denominator: Weighted average non-redeemable common shares
Weighted-average non-redeemable common shares outstanding, basic and diluted		2,082,825			2,082,825
Basic and diluted net loss per share, non-redeemable common stock	$	(0.68	)	$	(0.26	)

On January 22, 2025, the Nasdaq Hearings Panel (“Panel”) has determined to delist the securities of HUDA from the Nasdaq Stock Market. Under the terms of the Panel’s September 27, 2024 decision, Hudson was required to regain compliance with the minimum total holders requirement of Listing Rule 5450(a)(2); the requirement to maintain a minimum 1,100,000 Publicly Held Shares of Listing Rule 5450(b)(2)(A); the minimum market value of listed securities requirement in Listing Rule 5450(b)(2)(A); and the minimum market value of publicly held shares requirement in Listing Rule 5450(b)(2)(C), by the time of completing a business combination. As HUDA failed to meet the listing requirements within the specified timeframe, accordingly, the Panel has determined to delist the HUDA’s securities from Nasdaq and will suspend trading in those securities effective at the open of business on January 24, 2025. On July 11, 2025, Nasdaq filed a Form 25 Notification of Delisting with the SEC, after applicable appeal periods have lapsed, which removed the Company’s securities from listing and registration on The Nasdaq Stock Market.

~~F-15~~NOTE 2 — BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~Concentration~~Basis of ~~Credit Risk~~Presentation

~~Financial~~The ~~instruments~~accompanying ~~that potentially~~financial ~~subject~~statements of the Company tohave ~~concentrations~~been ofprepared ~~credit~~in ~~risk~~accordance ~~consist~~with ofaccounting aprinciples ~~cash~~generally ~~account~~accepted in ~~a financial institution, which, at times, may exceed~~ the ~~Federal~~United States ~~Depository~~of ~~Insurance~~America ~~Coverage~~(“US ~~of $250,000~~GAAP”). AsSignificant ofaccounting ~~December~~policies ~~31,~~followed ~~2024,~~by the Company ~~has~~in ~~not~~the ~~experienced~~preparation ~~losses~~of ~~on this account and management believes~~ the ~~Company~~accompanying isfinancial ~~not~~statements ~~exposed~~are tosummarized ~~significant risks on such account~~below.

~~Fair~~Emerging ~~Value~~Growth ~~of Financial Instruments~~Company

The ~~fair~~Company ~~value~~is an “emerging growth company,” as defined in Section 2(a) of the ~~Company’s assets~~Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and ~~liabilities~~it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, ~~which~~but ~~qualify~~not aslimited ~~financial~~to, ~~instruments~~not ~~under~~being ~~ASC~~required ~~820~~to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, ~~“Fair~~reduced ~~Value~~disclosure ~~Measurements~~obligations regarding executive compensation in its periodic reports and ~~Disclosures~~proxy statements,” ~~approximates~~ and exemptions from the ~~carrying~~requirements ~~amounts~~of ~~represented~~holding ina nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the ~~accompanying~~JOBS ~~balance~~Act ~~sheets~~exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, ~~primarily~~those ~~due~~that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to ~~their~~comply ~~short~~with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-~~term~~emerging ~~nature~~growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

~~Fair~~Use ~~Value~~of ~~Measurements~~Estimates

~~Fair~~The ~~value~~preparation ~~is defined as the price that would be received for sale~~ of anfinancial ~~asset~~statement ~~or paid for transfer of a liability,~~ in anconformity ~~orderly~~with ~~transaction between market participants at the measurement date.~~ U.S. GAAP ~~establishes~~requires athe ~~three-tier~~Company’s ~~fair~~management ~~value~~to ~~hierarchy,~~make ~~which~~estimates ~~prioritizes~~and ~~the~~assumptions ~~inputs~~that ~~used~~affect inthe ~~measuring~~reported ~~fair value.~~amounts ~~The~~of ~~hierarchy~~assets ~~gives~~and ~~the~~liabilities ~~highest~~and ~~priority~~disclosure toof ~~unadjusted~~contingent ~~quoted~~assets ~~prices~~and inliabilities ~~active~~at ~~markets~~the ~~for~~date ~~identical~~of ~~assets~~the orfinancial ~~liabilities~~statement ~~(Level 1 measurements)~~ and the ~~lowest~~reported ~~priority~~amounts toof ~~unobservable~~revenues ~~inputs~~and ~~(Level~~expenses 3during ~~measurements).~~the ~~These~~reporting ~~tiers include:~~period.

●Making ~~Level~~estimates 1requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, ~~defined~~situation asor ~~observable~~set ~~inputs~~of ~~such~~circumstances asthat ~~quoted~~existed ~~prices~~at ~~(unadjusted)~~the ~~for~~date ~~identical~~of ~~instruments~~the financial statement, which management considered in ~~active~~formulating ~~markets;~~its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

	●	Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
	●	Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Cash and Cash Equivalents

~~In some~~The ~~circumstances,~~Company ~~the~~considers ~~inputs~~all ~~used~~highly toliquid ~~measure~~investments ~~fair~~with ~~value~~an ~~might~~original bematurity ~~categorized~~of ~~within~~three ~~different~~months ~~levels~~or ofless ~~the~~when ~~fair~~purchased ~~value~~to ~~hierarchy~~be cash equivalents. ~~In those~~Cash ~~instances,~~and ~~the~~cash ~~fair~~equivalents ~~value~~include ~~measurement~~deposits isheld ~~categorized~~at infinancial ~~its~~institutions, ~~entirety~~and investments in ~~the~~government ~~fair~~money ~~value~~market ~~hierarchy~~funds. ~~based~~Government onmoney ~~the~~market ~~lowest~~funds ~~level~~are ~~input~~ short-term, highly liquid investments that isare ~~significant~~readily convertible to ~~the~~known amounts of cash and present an insignificant risk of changes in value. These investments are measured at cost, which approximates fair value, ~~measurement~~and are included within “Cash and cash equivalents” on the consolidated balance sheets.

~~Leases~~ The Company closed its bank operating account in April 2025 and opened an investment account in September 2025. All cash and cash equivalents balance of $346,611 are invested in Government Money Market as of December 31, 2025.

~~The Company accounts for leases under Accounting Standards Update (“ASU”) 2016~~F-02, Leases (Topic 842), and was adopted as of the beginning of the periods presented. The core principle of this standard is that a lessee should recognize the assets and liabilities that arise from leases, by recognizing in the balance sheet a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. In accordance with the guidance of Topic 842, leases are classified as finance or operating leases, and both types of leases are recognized on the balance sheet.14

~~The~~Marketable ~~Company~~Securities ~~recognizes~~Held ~~right-of-use assets~~in ~~and~~Trust lease liabilities for leases with terms greater than 12 months. Leases are classified as either finance or operating leases. This classification dictates whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. As of December 31, 2024, the Company has one operating lease.Account

The Company’s ~~right~~classifies its Marketable Securities as held-ofto-~~use asset~~maturity ~~relates~~in toaccordance awith ~~three-year~~ASC ~~lease~~Topic on320 a“Investments ~~Lexus~~— ~~vehicle,~~Debt and Equity Securities.” Held-to-maturity securities are those securities which ~~includes~~the anCompany ~~option~~has the ability and intent to ~~purchase~~hold until maturity. Held-to-maturity treasury securities are recorded at ~~the~~amortized ~~end~~cost ofon the ~~leases.~~accompanying ~~However,~~balance sheets and adjusted for the ~~company has~~amortization noor ~~intention~~accretion of ~~purchasing~~premiums or discounts. When the ~~vehicle~~Company’s atinvestments held in the ~~end~~Trust Account are comprised of money market securities, the ~~lease~~investments ~~term~~are classified as trading securities. Gains and ~~will~~losses ~~return~~resulting from the ~~vehicle~~change toin fair value of these securities is included in interest earned on investments held in the ~~dealer~~Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~The~~ Since the completion of its IPO on October 14, 2022, and through December 31, 2025, the Company’s ~~lease is~~withdrew ~~capitalized~~$672,843 atfrom the ~~present~~Trust ~~value~~Account ofin total to pay its liabilities related to the ~~minimum~~income ~~lease~~taxes ~~payments~~and ~~not~~Delaware ~~yet~~franchise ~~paid~~taxes. ~~The~~Through ~~Company~~December ~~uses~~31, 2025, the Company’s ~~incremental~~remitted ~~borrowing rate~~$215,265, ~~for~~$236,286 aand ~~period~~$216,450 ~~comparable~~to the Delaware franchise tax authorities to pay its outstanding Delaware franchise tax of the ~~lease~~fiscal ~~term~~year 2022, 2023 and 2024, respectively, which resulted in ~~order~~$4,842 in excess of the total withdrawn from the Trust Account not remitted to ~~calculate~~the ~~net~~tax ~~present~~payments, ~~value~~but held in HUDA’s operating account for upcoming tax payments, including the 2025 franchise tax, but not used for operating expenses. On December 31, 2025, HUDA regained the Certificate of Good Standing from the ~~lease~~State ~~liability~~of Delaware.

~~F-16~~The Company continues to incur further tax liabilities and intends to cover such liabilities from the funds in its operating account and, if necessary, from the proceeds from the promissory note to Sponsor, without additional withdrawals from the Trust Account, until the excess of the funds withdrawn from the Trust Account over the amounts remitted to the government authorities is cured.

~~Unit~~Offering ~~Purchase Option~~Costs

~~At the closing of the Initial Public~~ Offering, ~~the~~costs ~~Company~~consist ~~sold to the underwriter, for an aggregate~~ of ~~$100,~~professional ~~an option (the “UPO”) to purchase 57~~fees,~~500~~ ~~Units~~filing, ~~including~~ ~~over-allotment.~~regulatory ~~The over-allotment option was not exercised in full on October 21, 2022, therefore, the UPO was reduced pro-rata to 57,044 Units,~~ and ~~had~~other acosts ~~fair~~incurred ~~value~~through ~~of $25,099. The UPO will be exercisable at any time, in whole or in part, between~~ the ~~close~~balance ofsheet ~~the business combination and fifth anniversary of the~~ date ofthat ~~the~~are ~~Initial~~directly ~~Public~~related ~~Offering at a price per Unit equal~~ to ~~$11.50 (or 115% of~~ the ~~public unit offering price). The Company accounts for the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an offering cost of the~~ Initial Public Offering ~~resulting in a charge directly to stockholders’ (deficit) equity~~. The Unit Purchase Option and such units purchased pursuant to the Unit Purchase Option, as well as the common stock underlying such units, the rights included in such units, the shares of common stock that are issuable for the rights included in such units, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to FINRA Rule 5110(e)(1). The Unit Purchase Option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the Unit Purchase Option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the Unit Purchase Option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.

~~Representative~~Common ~~Shares~~Stock Subject to Possible Redemption

The Company ~~agreed~~accounts tofor ~~issue to~~its ~~the~~common ~~underwriter~~stock atsubject ~~the~~to ~~closing~~possible ofredemption ~~the~~in ~~Initial~~accordance ~~Public~~with ~~Offering~~the upguidance toin ~~136,906~~Accounting ~~representative~~Standards ~~shares~~Codification (“~~Representative Shares~~ASC”)~~, due~~ Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to ~~the~~mandatory ~~partial~~redemption ~~exercise~~is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that feature redemption rights that is either within the control of the ~~over-allotment,~~holder ~~which~~or ~~will~~subject beto ~~issued~~redemption upon the ~~completion~~occurrence of uncertain events not solely within the ~~Initial~~Company’s ~~Business~~control) ~~Combination~~is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The ~~representative shares~~Company’s ~~had~~common anstock ~~initial~~features ~~fair~~certain ~~value~~redemption rights that are considered to be outside of ~~$327,205~~the Company’s control and ~~are~~subject ~~included~~to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as ~~deferred~~temporary ~~underwriting~~equity, ~~commissions~~outside inof the ~~accompanying~~stockholders’ deficit (equity) section of the Company’s balance ~~sheets~~sheet.

~~Recent~~The ~~Accounting~~Company ~~Pronouncements~~recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit.

~~The~~As ~~Company~~of isDecember an31, ~~“emerging growth~~2025 ~~company”~~and ~~(“EGC”)~~2024, ~~as defined in~~ the ~~Jumpstart~~common ~~Our~~stock ~~Business~~subject ~~Startups~~to ~~Act~~possible ofredemption ~~2012~~reflected ~~(the~~on ~~“JOBS Act”). Under~~ the ~~JOBS~~balance ~~Act,~~sheet ~~EGCs~~is ~~can~~reflected ~~delay~~in ~~adopting new or revised accounting standards issued subsequent to~~ the ~~enactment~~following ~~of the JOBS Act until such time as those standards apply to private companies.~~table:

In October 2023, the FASB issued ASU 2023-06, “Disclosure Improvements: Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative.” This ASU incorporates certain U.S. Securities and Exchange Commission (SEC) disclosure requirements into the FASB Accounting Standards Codification. The amendments in the ASU are expected to clarify or improve disclosure and presentation requirements of a variety of Codification Topics, allow users to compare entities subject more easily to the SEC’s existing disclosures with those entities that were not previously subject to the requirements, and align the requirements in the Codification with the SEC’s regulations. For entities subject to the SEC’s existing disclosure requirements and for entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC removes that related disclosure from its rules. For all other entities, the amendments will be effective in two years later. However, if by June 30, 2027, the SEC has not removed the related disclosure from its regulations, the amendments will be removed from the Codification and not become effective for any entity. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.

Common stock subject to possible redemption, December 31, 2023	$	25,526,944
Less:
Redemption of common stock in connection with Trust Extension		(25,747,589	)
Add:
Accretion of carrying value to redemption value		1,125,315
Common stock subject to possible redemption, December 31, 2024	$	904,670
Less:
Redemption of common stock in connection with Trust Extension		(681,347	)
Add:
Accretion of carrying value to redemption value		28,060
Clawbacked income tax to prior redemption of common stock		344,506
Common stock subject to possible redemption, December 31, 2025	$	595,889

F-1715

InIncome November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280)- Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which provides guidance on the enhanced disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, on an annual and interim basis. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Adoption of this guidance should be applied retrospectively to all prior periods presented. Early adoption is permitted. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.Taxes

InThe ~~December~~Company ~~2023,~~follows the ~~FASB issued~~asset ~~ASU~~and ~~2023-09~~liability method of accounting for income taxes under ASC 740, “Income Taxes.” ~~(Topic~~Deferred ~~740):~~tax ~~Improvements~~assets toand ~~Income~~liabilities ~~Tax~~are ~~Disclosures”,~~recognized ~~which~~for ~~requires~~the ~~disaggregated~~estimated ~~information about~~future atax ~~reporting~~consequences ~~entity’s~~attributable ~~effective~~to ~~tax~~differences ~~rate~~between ~~reconciliation,~~the asfinancial ~~well~~statement ascarrying ~~information~~amounts ~~related~~of toexisting ~~income~~assets ~~taxes~~and ~~paid~~liabilities toand ~~enhance~~their ~~the transparency~~respective tax bases. Deferred tax assets and ~~decision~~liabilities ~~usefulness~~are ofmeasured ~~income~~using enacted tax ~~disclosures.~~rates ~~The~~expected ~~guidance~~to isapply ~~effective~~to ~~for~~taxable ~~annual~~income ~~periods~~in ~~beginning~~the ~~after~~years ~~December 15,~~in ~~2024~~which onthose atemporary ~~prospective~~differences ~~basis.~~are ~~Early~~expected ~~adoption~~to isbe ~~permitted~~recovered or settled. The ~~Company~~effect ~~does~~on ~~not~~deferred ~~expect~~tax toassets ~~adopt~~and ~~this~~liabilities ~~guidance~~of ~~early~~a ~~and~~change ~~does~~in ~~not~~tax ~~expect~~ rates is recognized in income in the ~~adoption~~period ofthat ~~this~~included ~~ASU~~the enactment date. Valuation allowances are established, when necessary, to ~~have~~reduce adeferred ~~material~~tax ~~impact~~assets onto ~~its~~the ~~future~~amount ~~consolidated~~expected ~~financial~~to ~~statements~~be realized.

InASC ~~March~~740 ~~2024,~~prescribes ~~the~~a ~~FASB~~recognition ~~issued ASU~~threshold ~~No.~~and ~~2024-02,~~a ~~Codification~~measurement ~~Improvements-Amendments~~attribute tofor ~~Remove References to~~ the ~~Concepts~~financial ~~Statements~~statement ~~(“ASU~~recognition ~~2024-02”).~~and ~~The amendments~~measurement ~~in this Update affect a variety~~ of ~~Topics~~tax inpositions ~~the~~taken ~~Codification.~~or ~~The~~expected ~~amendments apply~~ to ~~all~~be ~~reporting~~taken ~~entities~~in ~~within~~a ~~the~~tax ~~scope of the affected accounting guidance~~return. ~~This~~For ~~update~~those ~~contains~~benefits ~~amendments~~ to ~~the~~be ~~Codification~~recognized, ~~that~~a ~~remove~~tax ~~references~~position tomust ~~various~~be ~~Concepts~~more ~~Statements. In~~likely ~~most~~than ~~instances, the references are extraneous and~~ not ~~required~~ to ~~understand~~be orsustained ~~apply~~upon ~~the~~examination ~~guidance.~~by Intaxing ~~other instances, the references were used in prior statements to provide guidance in certain topical areas~~authorities. ~~ASU~~The ~~2024-02~~Company isrecognizes ~~effective~~accrued ~~for~~interest public business entities for fiscal years beginning after December 15, 2024. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2025. Early adoption is permitted for both interim and ~~annual~~penalties ~~financial~~related ~~statements~~to ~~that~~unpaid ~~have~~tax ~~not~~liabilities ~~yet~~as ~~been~~income ~~issued~~tax ~~or made available for issuance~~expense. The Company ~~does~~is ~~not~~subject ~~expect~~ to ~~adopt~~income ~~this~~tax ~~guidance~~examinations ~~early~~by ~~and~~major ~~does~~taxing ~~not~~authorities ~~expect~~since ~~the adoption of this ASU to have a material impact on its future consolidated financial statements~~inception.

~~Recent~~Net ~~accounting~~Income ~~standards that~~(Loss) ~~have~~per ~~been~~Share issued by FASB that do not require adoption until a future date are not expected to have a material impact on the financial statements upon adoption. The Company does not discuss recent standards that are not anticipated to have an impact on or are unrelated to its financial position, results of ~~operations,~~Common ~~cash flows or disclosures.~~Stock

~~Management~~ ~~does~~The ~~not~~Company ~~believe~~has ~~that~~two ~~any~~outstanding ~~other~~classes ~~recently~~of ~~issued~~shares, ~~but~~which ~~not yet~~are ~~effective~~referred to as redeemable common stock and non-redeemable common stock. Earnings and losses are shared pro rata between the two classes of stock. The 36,771 and ~~accounting~~98,263 ~~pronouncements~~redeemable shares of common stock for which the outstanding Public Rights are exercisable were excluded from diluted earnings and losses per share for the years ended December 31, if2025 ~~currently~~and ~~adopted~~2024, ~~would~~respectively because they are contingently exercisable, and the contingencies have not yet been met. As a ~~material~~result, ~~effect~~diluted onnet income (loss) per share of common stock is the ~~Company’s~~same ~~financial~~as ~~statement~~basic net income (loss) per share of common stock for the period. The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of shares.

F-18

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