Correspondence 0001213900-25-030653 from Aquaron Acquisition Corp. (AQUNR)
Aquaron Acquisition Corp.
Date: April 10, 2025 · CIK: 0001861063 · Accession: 0001213900-25-030653
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-41470
Referenced dates: April 9, 2025
Letter
Aquaron Acquisition Corp.
April 10, 2025
Via Edgar
Division of Corporation Finance
Office of Real Estate & Construction
U.S. Securities and Exchange Commission
Attention: Isabel Rivera
Benjamin Holt
Re: Aquaron Acquisition Corp.
Preliminary Proxy Statement on Schedule 14A
Filed April 4, 2025
File No. 001-41470
Ladies and Gentlemen:
This letter is in response to the letter dated April 9, 2025, from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") addressed to Aquaron Acquisition Corp. (the "Company," "we," or "our"). For ease of reference, we have recited the Commission's comments in this response and numbered them accordingly.
Preliminary Proxy Statement on Schedule 14A filed April 4, 2025
General
1.
We note your disclosure that your common stock is quoted on the over-the-counter trading market. We also note your Form 8-K filed March 10, 2025, in which you disclosed the determination letter received from Nasdaq on March 6, 2025 stating that Nasdaq will suspend trading in the company's common stock effective at the opening of trading on March 7, 2025. Please update your disclosure throughout the proxy statement to clearly disclose, if true, that your securities were delisted on March 7, 2025 and are now quoted on the over-the-counter trading market. Also revise to address the consequences arising from the delisting to you and your shareholders, including the impacts on your liquidity and the market for your securities, your attractiveness as a merger partner, your ability to complete your business combination, and your securities no longer being "covered securities." In this regard, we note, for example, that your merger agreement dated July 12, 2024 with HUTURE Ltd. and other parties contains a representation and a closing condition regarding your listing on Nasdaq.
Response : In response to the Staff's comment, the Company has included a new risk factor on page 2 of the Amended Preliminary Proxy Statement.
We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Sally Yin, Esq., of Hunter Taubman Fischer & Li LLC, at 929-226-4130.
Very truly yours,
/s/ Yi Zhou
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CORRESP 1 filename1.htm Aquaron Acquisition Corp. April 10, 2025 Via Edgar Division of Corporation Finance Office of Real Estate & Construction U.S. Securities and Exchange Commission Attention: Isabel Rivera Benjamin Holt Re: Aquaron Acquisition Corp. Preliminary Proxy Statement on Schedule 14A Filed April 4, 2025 File No. 001-41470 Ladies and Gentlemen: This letter is in response to the letter dated April 9, 2025, from the staff (the "Staff") of the U.S. Securities and Exchange Commission (the "Commission") addressed to Aquaron Acquisition Corp. (the "Company," "we," or "our"). For ease of reference, we have recited the Commission's comments in this response and numbered them accordingly. Preliminary Proxy Statement on Schedule 14A filed April 4, 2025 General 1. We note your disclosure that your common stock is quoted on the over-the-counter trading market. We also note your Form 8-K filed March 10, 2025, in which you disclosed the determination letter received from Nasdaq on March 6, 2025 stating that Nasdaq will suspend trading in the company's common stock effective at the opening of trading on March 7, 2025. Please update your disclosure throughout the proxy statement to clearly disclose, if true, that your securities were delisted on March 7, 2025 and are now quoted on the over-the-counter trading market. Also revise to address the consequences arising from the delisting to you and your shareholders, including the impacts on your liquidity and the market for your securities, your attractiveness as a merger partner, your ability to complete your business combination, and your securities no longer being "covered securities." In this regard, we note, for example, that your merger agreement dated July 12, 2024 with HUTURE Ltd. and other parties contains a representation and a closing condition regarding your listing on Nasdaq. Response : In response to the Staff's comment, the Company has included a new risk factor on page 2 of the Amended Preliminary Proxy Statement. We appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel, Sally Yin, Esq., of Hunter Taubman Fischer & Li LLC, at 929-226-4130. Very truly yours, /s/ Yi Zhou Name: Yi Zhou Title: Chief Executive Officer Cc: Sally Yin, Esq. Hunter Taubman Fischer & Li LLC