エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 15, 2024
HUDSON ACQUISITION I CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001-41532 | 86-2712843 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification Number) |
| 19 West 44th Street, Suite 1001 | ||
| New York, NY | 10036 | |
| (Address of principal executive offices) | (Zip Code) |
(929) 399-8888
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Common Stock and one Right | HUDA U | The Nasdaq Stock Market LLC | ||
| Shares of Common Stock, par value $0.0001 per share | HUDA | The Nasdaq Stock Market LLC | ||
| Rights, each to receive one-fifth (1/5) of a share of Common Stock | HUDA R | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 17, 2024, 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 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).”
The foregoing description is subject to, and qualified in its entirety by reference to, the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 15, 2024, the Company held the Special Meeting. On March 27, 2024, the record date for the Special Meeting, there were 4,500,336 shares of common stock outstanding and entitled to be voted at the Special Meeting, approximately 81.19% of which were represented in person or by proxy at the Special Meeting.
The final results for each of the matters submitted to a vote of the Company’s stockholders at the Special Meeting are as follows:
The Amendment to Certificate of Incorporation Proposal
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 April 18, 2024, up to nine (9) times for an additional one (1) month each time to January 18, 2025, upon the deposit into the Trust Account of $25,000 for each month.
| FOR | AGAINST | ABSTAIN | ||
| 3,321,022 | 332,581 | 0 |
The Geographic Limitation Amendment Proposal
The stockholders approved an amendment to the Charter to remove the geographic limitations for a Business Combination. Such proposal, if approved, 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).”
| FOR | AGAINST | ABSTAIN | ||
| 3,421,022 | 232,581 | 0 |
The Adjournment Proposal
The Company approved a proposal to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.
| FOR | AGAINST | ABSTAIN | ||
| 3,319,523 | 334,080 | 0 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 3.1 | Certificate of Amendment to Second Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 17, 2024
| HUDSON ACQUISITION I CORP. | ||
| By: | /s/ Warren Wang | |
| Name: | Warren Wang | |
| Title: | Chief Executive Officer | |
3
Exhibit 3.1
PROPOSED AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
HUDSON ACQUISITION I CORP.
April 15, 2024
HUDSON ACQUISITION I CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is “Hudson Acquisition I Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 13, 2021 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation, which both amended and restated the provisions of the Original Certificate, was filed in the office of the Secretary of State of the State of Delaware on March 18, 2021 (the “Amended and Restated Certificate of Incorporation”), a Second Amended and Restated Certificate of Incorporation, which both amended and restated the provisions of the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on October 18, 2022 (the “Second Amended and Restated Certificate of Incorporation”). The Second Amended and Restated Certificate of Incorporation is referred to herein as the “Charter”. |
| 2. | This third amendment (the “Amendment”) to the Second Amended and Restated Certificate of Incorporation further amends the Charter. |
| 3. | This Amendment to the Second Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote by holders of at least 65% of the outstanding shares of Common Stock who attended and voted (in person online or by proxy) at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 4. | The text of Section E of the Sixth Article of the Charter is hereby amended by deleting the following words: |
“(iii) up to 18 months from the consummation of the IPO if the Corporation elects to extend the amount of time to complete a Business Combination (in any case, such date being referred to as the “Termination Date”), in accordance with the terms of the Investment Management Trust Agreement to be entered into by and between the Corporation and certain institutional entities (the “Trust Agreement”)”
and replacing them with the words:
“(iii) up to 27 months from the consummation of the IPO if the Corporation elects to extend the amount of time to complete a Business Combination (in any case, such date being referred to as the “Termination Date”), as the Corporation may choose to do up to nine (9) times in one-month increments (each a “Monthly Extension”) (provided that Hudson SPAC Holding, LLC (or its affiliates or designees) shall make a deposit into the Trust Fund of $25,000 per Monthly Extension for an aggregate deposit of up to $225,000)”;
| 5. | The text of Section J of the Sixth Article of the Charter is hereby amended by deleting the following words: |
“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).”
Annex A-1
IN WITNESS WHEREOF, Hudson Acquisition I Corp. has caused this Amendment to be duly executed in its name and on its behalf by an authorized officer as of this 17th day of April, 2024.
| HUDSON ACQUISITION I CORP. | ||
| By: | ||
| Name: | Warren Wang | |
| Title: | Chief Executive Officer | |