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Aquaron Acquisition Corp. *

Aquaron Acquisition Corp. *

May 26, 2022 by sam.beattie

PROPOSED BUSINESS COMBINATION: HUTURE Group Limited

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: TBD

Aquaron Acquisition Corp. proposes to combine with HUTURE Group Limited.

HUTURE is active in the hydrogen fuel cell powered vehicles industry in China, focusing on the research and development, manufacturing, and sales of hydrogen fuel cell powered vehicles, along with offering related services. The company emphasizes innovation in its operations, aiming to support customers in transitioning to a low-carbon and sustainable future.

TRANSACTION

  • The Mergers implies a current equity value of the Company at $1.0 billion.
  • The combination is expected to be completed later this year.
  • The current shareholders of HUTURE will retain a majority of the outstanding shares of the Combined Business and HUTURE will designate all of the proposed directors for the Combined Company board.

SPAC FUNDING

  • The SPAC intends to enter into a PIPE agreement prior to the Closing.

EARNOUT

  • Company
    • 10,000,000 Shares can be earned based on the following reported consolidated revenue:
      • No less than RMB60,000,000 for the fiscal year ended on December 31, 2024.
      • No less than RMB100,000,000 for the fiscal year ended on December 31, 2025.

LOCK-UP

  • Company and Sponsor:
    • 50% of the lockup shares will be released on the earlier of (i) six months from the Closing and (ii) if the share price equals or exceeds $12.50 for 20/30 trading days.
    • 50% of the lockup shares will be released six months after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • There is no minimum cash closing condition.
  • Aquaron and HUTURE shareholder approvals
  • Company agrees to use commercially reasonable efforts to enter into definitive agreements to raise additional investment.

NOTABLE CONDITIONS TO TERMINATION

  • In the event the Closing has not occurred by October 6, 2025.

ADVISORS

  • Company
    • Pillsbury Winthrop Shaw Pittman LLP is serving as legal counsel.
    • Commerce & Finance Law Offices is serving as legal counsel.
    • Ogier is serving as legal counsel.
  • SPAC
    • Wilson Sonsini Goodrich & Rosati, P.C. is serving as legal counsel.
    • Jingtian & Gongcheng is serving as legal counsel.
    • Arbor Lake Investment Limited is serving as an advisor to Aquaron.

The below-announced combination was terminated on 7/12/24.  It will remain on the page for reference purposes only. Once a new combination is announced it will be added to the top of the page.

PROPOSED BUSINESS COMBINATION: Bestpath Group Limited

ENTERPRISE VALUE: $tbd million
ANTICIPATED SYMBOL: tbd

Aquaron Acquisition Corp. proposes to combine with Bestpath Group Limited

Bestpath is a pioneer in the technology and application of hydrogen fuel cell powered vehicles in China. Bestpath’s core business includes research and development, manufacturing, and sales of hydrogen fuel cell powered vehicles as well as construction and operation of hydrogen refueling stations for the provision of hydrogen supply services. With a focus on innovation, Bestpath is committed to helping customers succeed in the transition to a low-carbon and sustainable future.

EXTENSION – 4/30/24 – LINK

  • The SPAC approved the extension from May 6, 2024 to May 6, 2025.
    • 2,124,738 shares were redeemed.
    • $20K will be deposited into the trust account for each one-month extension.

TRANSACTION

  • The Proposed Transaction values the combined company upon the closing of the Proposed Transaction (“Combined Company”) at an implied pro forma pre-money enterprise value of approximately US$1,200,000,000, at a price of US$10.00 per share.

SPAC FUNDING

  • There is no additional funding at this time.

EARNOUT

  • Company
    • 15,000,000 Shares can be earned based on the following reported consolidated revenue:
      • No less than RMB60,000,000 for the fiscal year ended on December 31, 2023.
      • no less than RMB100,000,000 for the fiscal year ended on December 31, 2024.

LOCK-UP

  • Company and Sponsor
    • The parties intend to enter into a lock-up prior to the Closing.
  • Sponsor Lock-up from the 424B4
    • 50% on the earlier of six months from the Closing or if the share price equals or exceeds $12.50 for 20/30 trading days.
    • 50% six months after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • Company to deliver the audited financial statements as of and for the fiscal years ended September 30, 2021 and 2022.
  • Immediately after the Closing, PubCo having in excess of US$5,000,000 in net tangible assets.

NOTABLE CONDITIONS TO TERMINATION

  • In the event the Closing has not occurred by January 6, 2024

ADVISORS

  • Company
    • Pillsbury Winthrop Shaw Pittman LLP is serving as legal counsel.
    • Zhonglun Law Firm is serving as legal counsel.
    • Ogier is serving as legal counsel.
  • SPAC
    • Wilson Sonsini Goodrich & Rosati, P.C. is serving as legal counsel.
    • Jingtian & Gongcheng is serving as legal counsel.
    • Arbor Lake Investment Limited is serving as an advisor to Aquaron.

EXTENSION – 7/3/23 – LINK

  • The SPAC approved the extension for a period of 3 months from July 6, 2023 to October 6, 2023, plus an option for the Company to further extend such date to January 6, 2024, and then on a monthly basis up to four times from January 6, 2024 to May 6, 2023.
    • 2,487,090 shares were redeemed for $10.41 per share.
    • $210K will be deposited into the trust account for each 3-month extension; $70K per month will be deposited thereafter as needed.

MANAGEMENT & BOARD

Executive Officers

Jie Weng, 38
Chief Executive Officer, Chairman and President

Mr. Weng has more than ten years of experience in private equity and real estate investing. Since December 2020, he has been the director of private equity and real assets investing at PICC Capital Equity Investment Company Ltd., where he leads investments in private equity and real assets including real estate, infrastructure, logistics, cold chain storage and clean energy sectors. He was the managing director (Type 4 & 9 licensed representative) of Season Asset Management Limited, an asset manager based in Hong Kong, from March 2018 to December 2020. Prior to joining Season Asset, Mr. Weng served as a director of strategic M&A and direct investments of China Vanke from November 2016 to March 2018. He served as investment director of Mackenzie Investment Company between December 2015 and November 2016. Jie Weng received a Bachelor degree of Arts in Economics from Yale University in 2006 and a Master Degree of Business Administration from Harvard Business School in 2015.

Qingze Zhao, 33
Chief Financial Officer & Director

Mr. Zhao joined Wang & Partners Consulting as a consultant in August 2019 and worked there since then. Wang & Partners Consulting is a boutique management consulting firm in China, where his main focus is on the sectors of consumer, manufacturing and new energy. From May 2016 to April 2019, he worked at Ping Capital Management, a hedge fund where he concentrated on quant-trading and market research. Mr. Zhao received his Doctor of Philosophy in Science in Applied Mechanics from the University of Pennsylvania in 2016 and his Bachelor degree of Engineering in Mechanical Engineering from Shanghai Jiaotong University in 2011.

Board of Directors

Yanyan Lin, 56
Independent Director

Ms. Lin has served as the founder and chief executive officer at Bole Education Consulting Inc., a Maryland incorporated education consulting company, since July 2016. Ms. Lin served as the senior auditor at Tate & Tryon CPAs and Consultants Company in Washington, D.C from January 2013 to June 2018, where she led audit teams, completed audit projects, and performed key audit testing in a variety of organizations including trade organizations and professional associations. Ms. Lin graduated from University of Virginia with a Master of Science in Accounting in 2012, and a Bachelor of Science in Commerce (Accounting and Finance) and second major in Economics in 2012. She also holds the Certified Public Accountant issued in the U.S.

Yang Wang, 43
Independent Director

He has been an individual investor since March 2021. Mr. Wang served as the partner at Cowin Capital from February 2011 to March 2021, where he focused on the health sector. Before that Mr. Wang served as the senior project manager of the business development department at Simcere Pharmaceutical Co., Ltd from November 2007 to January 2011. Mr. Wang received a Master of Business Administration degree from Tsinghua University in 2006 and a Bachelor degree of Engineering in Computer Software from Anhui University in 2000.

Xiaoming Ma, 29
Independent Director

Xiaoming holds the post of sales manager china of Royal IHC Group in Shanghai since September 2020. Before he moved to Shanghai, he was appointed to Kinderdijk and served as the outsourcing management lead from September 2019 to September 2020. Before that, Xiaoming worked successively at Royal IHC Group which includes proposal manager from April 2019 to September 2019, assistant general manager from October 2018 to April 2019, business development manager from October 2018 to May 2019, strategy consultant from April 2018 to November 2018 and purchaser and supply chain management analyst from November 2017 to April 2018. He joined the management trainee-ship program of Royal IHC Group in November 2017. Before that, he worked at Hengxin Offshore & Marine Engineering (Europe) and was a sales and business development manager in Rotterdam during April 2016 to December 2016. Xiaoming obtained his Master’s degree in Marine Technology Shipping Management Specialization from Delft University of Technology in 2018 and the Bachelor’s degree in Naval Architecture and Marine Engineering from Harbin Engineering University in 2015.

 

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