SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus but may not contain all of the information that may be important to you. Accordingly, we encourage you to read carefully this entire proxy statement/prospectus, including the Merger Agreement (and the related Exhibits attached thereto) attached as Annex A, PubCo’s Amended and Restated Memorandum and Articles of Association attached as Annex C, and PubCo Incentive Plan attached as Annex B. Please read these documents carefully as they are the legal documents that govern the Business Combination and your rights in the Business Combination.

Unless otherwise specified, all share calculations assume no exercise of the redemption rights by Aquaron’s stockholders.

Information about the Parties to the Business Combination

Aquaron Acquisition Corp.

Aquaron Acquisition Corp. (“Aquaron”) is a blank check company incorporated as a Delaware corporation on March 11, 2021. Aquaron was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. Aquaron consummated its IPO on October 6, 2022.

On June 28, 2023, Aquaron held a special meeting of stockholders, at which Aquaron’s stockholders approved (i) an amendment to Aquaron’s amended and restated certificate of incorporation (the “Extension Amendment”) and (ii) an amendment (the “Trust Amendment”) to the Investment Management Trust Agreement, dated October 3, 2022, by and between Aquaron and Continental to allow Aquaron to extend the Business Combination Period for a period of three months from July 6, 2023 to October 6, 2023, plus an option for Aquaron 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, 2024 by depositing into the Trust Account $210,000 respectively for the three-month extensions and then $70,000 per month for each subsequent one-month extension. In connection with the stockholders’ vote at the special meeting, an aggregate of 2,487,090 or 45.91% of the then issued and outstanding shares of SPAC Common Stock of Aquaron’s public stockholders with redemption value of approximately $25,943,773 (or $10.43 per share) of SPAC Common Stock were tendered for redemption.

On April 30, 2024, Aquaron held an annual stockholder meeting, at which Aquaron’s stockholders approved (i) an amendment to Aquaron’s amended and restated certificate of incorporation and (ii) an amendment to the Investment Management Trust Agreement, dated October 3, 2022 and amended on June 29, 2023, by and between Aquaron and Continental to allow Aquaron to extend the Business Combination Period for up to twelve months on a monthly basis from May 6, 2024 to May 6, 2025 by $20,000 per month for each subsequent one-month extension. In connection with the stockholders’ vote at the annual meeting, an aggregate of 2,124,738 or 72.51% of the then issued and outstanding shares of SPAC Common Stock of Aquaron’s public stockholders with redemption value of approximately $23.5 million (or $11.04 per share) of the SPAC Common Stock were tendered for redemption.

Nasdaq suspended trading in Aquaron’s securities on March 7, 2025. The SPAC Units, SPAC Common Stock and SPAC Rights are currently quoted on the over-the-counter trading market under the symbols “AQUC,” “AQUNU” and “AQUNR”, respectively.

On May 6, 2025, Aquaron held an annual stockholder meeting, at which Aquaron’s stockholders approved (i) an amendment to Aquaron’s amended and restated certificate of incorporation; (ii) an amendment to the Investment Management Trust Agreement, dated October 3, 2022 and amended on June 29, 2023 and April 30, 2024, by and between Aquaron and Continental to allow Aquaron to extend the Business Combination Period for up to twelve months on a monthly basis from May 6, 2025 to May 6, 2026 by $0.15 per public share for each subsequent one-month extension; (iii) a re-election of five directors to Aquaron Board until the next annual meeting of stockholders following this annual meeting or until such director’s successor is elected and qualified; and (iv) a ratification of the appointment by Aquaron’s audit committee of UHY LLP to serve as Aquaron’s independent registered public accounting firm for the fiscal year ended December 31, 2024. In connection with the stockholders’ vote at the annual meeting, an aggregate of 697,365 or 86.59% of the then issued and outstanding shares of SPAC Common Stock of Aquaron’s public stockholders with redemption value of approximately $8,176,784.88 (or $11.73 per share) of the SPAC Common Stock were tendered for redemption. Following the redemption that occurred immediately after the annual stockholder meeting held on May 6, 2025, the monthly extension fee was reduced to $16,198.05.

As of [June 30], 2025, there was $[1,310,117.33] in the Trust Account. As of the record date, there were [1,731,047] shares of SPAC Common Stock (including [107,987] shares held by Aquaron’s public stockholders) issued and outstanding and entitled to vote.

If Aquaron does not complete a Business Combination by August 6, 2025 (or the latest May 6, 2026 if such period is extended by the full amount of time), it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public SPAC Common Stock, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public SPAC Common Stock, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of Aquaron remaining stockholders and Aquaron’s board of directors, dissolve and liquidate, subject in each case to Aquaron’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Also the SPAC Private Units and all underlying securities will expire worthless.

As of March 31, 2025, Aquaron had $290 in cash and a working capital deficit of $3,492,130. Aquaron’s cash and working capital may not sufficient to complete its planned activities as well as the Business Combination, which raises substantial doubt about its ability to continue as a going concern. See “Risk Factors — Risks Related to Aquaron and the Business Combination —Aquaron’s cash and working capital may not sufficient to complete its planned activities as well as the Business Combination, which raises substantial doubt about our ability to continue as a going concern.”

The mailing address of our principal executive office is Aquaron Acquisition Corp., c/o Aquaron Investments LLC, 515 Madison Ave. 8 Floor, New York NY 10022. Our telephone number is +1 (646) 970-2181.

For more information about Aquaron, see sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Aquaron.”

HUTURE Ltd.

HUTURE Ltd. (“Huture Motors”) is an industry pioneer in the advanced use of hydrogen energy for the manufacture of hydrogen-powered vehicles. Huture Motors’ business accomplishments and aspirations are enabled by its R&D achievements to afford Huture Motors the ability to implement its blueprint of developing a hydrogen-powered ecosystem focused on the manufacturing of hydrogen-powered vehicles. As a company built on technology, Huture Motors devoted substantial resources and has achieved significant progress in R&D in the hydrogen energy industry to accomplish its business mission. Huture Motors’ accomplishments culminate in its commercialization of hydrogen-powered vehicles. Since its establishment in 2020, Huture Motors has commercialized its Huture O2 Truck Series. The Huture O2 Truck Series is a light-duty truck model targeting logistics delivery in the urban setting. In addition, Huture Motors is currently developing its Huture H2 Truck Series, a heavy-duty truck series for multiple applications. With solid experiences and capabilities in research and development, production, sales and services, Huture Motors focuses on the entire lifecycle of hydrogen-powered vehicle. In order to further enhance its products’ competitiveness, Huture Motors aims to incorporate the use of autonomous driving system based on AI technology in the development of hydrogen-powered vehicles. Huture Motors is committed to advance its proprietary technology to demonstrate its competitive advantage to further establish itself in the market.

Mailing address of Huture Motor’s principal executive office is Building 4, No.1 Lane 10800, Songze Avenue Qingpu District Shanghai 201700, PRC. Huture Motor’s telephone number is +86-21-6083-5303.

HUTURE Group Limited

HUTURE Group Limited (“PubCo”) is a Cayman exempted company formed on March 13, 2023 and a wholly-owned subsidiary of Huture Motors for the purpose of effecting the Business Combination and will serve as the publicly traded parent company following the Business Combination. The address and telephone number for PubCo’s principal executive offices are the same as those for Huture Motors.

Bestpath Merger Sub I Limited

Bestpath Merger Sub I Limited (“Merger Sub 1”) was incorporated in the Cayman Islands on March 17., 2023 and is a wholly-owned subsidiary of PubCo formed to consummate the Business Combination. Following the consummation of the Business Combination, Merger Sub 1 will have merged with and into Holdco, with Holdco surviving the merger as a wholly-owned subsidiary of PubCo.

Bestpath Merger Sub II Inc.

Bestpath Merger Sub II Inc. (“Merger Sub 2”) was incorporated in the state of Delaware on March 17, 2023 and is a wholly-owned subsidiary of PubCo formed to consummate the Business Combination. Following the consummation of the Business Combination, Merger Sub 2 will have merged with and into Aquaron, with Aquaron surviving the merger as a wholly-owned subsidiary of PubCo.

Aquaron Investments LLC

Our Sponsor is Aquaron Investments LLC (“Sponsor”), a Delaware limited liability company. The ultimate beneficial owner of the Sponsor is Ms. Yating Wang, who is its sole member and sole manager, holding all of its membership interests. Ms. Wang is a resident of the PRC.

Our Sponsor was formed for the sole purpose of sponsoring Aquaron. Prior to its involvement with Aquaron, the Sponsor and its affiliate(s) had no operations and no prior experience in organizing or managing special purpose acquisition companies, and they have not been, and are not currently, involved with any other such entities.

On April 1, 2021, the Company issued 1,437,500 shares of common stock (the “Insider Shares”) directly to the Insiders and the Sponsor (the “Initial Stockholders”) for an aggregated consideration of $25,000, The Insider Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Sponsor to the extent that the underwriters’ over-allotment is not exercised in full. As a result of the partial exercise of the underwriters’ over-allotment option which was closed on October 14, 2022, Aquaron cancelled an aggregate of 83,205 Insider Shares issued to the Sponsor.

The Sponsor does not have direct, material, or active role in managing the day-to-day activities of Aquaron, which is managed by its Chief Executive Officer, Yi Zhou, and Chief Financial Officer, Qingze Zhao. Pursuant to a letter agreement dated October 3, 2022, between Aquaron and the Sponsor, the Sponsor agrees to vote all shares of SPAC Common Stock beneficially owned by it, whether acquired before, in or after the IPO, in favor of the Business Combination. Other than this letter agreement, there are no agreements, arrangements, or understandings between the Sponsor and Aquaron, or any of its officers, directors, or affiliates, regarding whether to proceed with a Business Combination transaction.

In addition, pursuant to this letter agreement, the Sponsor agreed it may not seek redemption of its Insider Shares or the SPAC Common Stock in its SPAC Private Units. There is no agreement, arrangement, or understanding, including any payments, between the SPAC sponsor and unaffiliated security holders of the SPAC regarding the redemption of Aquaron’s outstanding securities.

Below is a table of the restrictions on sale by the Sponsor of SPAC Securities:

The mailing address of the Sponsor’s is c/o Aquaron Acquisition Corp., 515 Madison Ave. 8th Floor, NY, New York 10022. Investors should submit any inquiries to the address and telephone number of Aquaron’ principal executive office.

Organizational Structure

Prior to the Business Combination

The following diagram sets forth Holdco’s corporate structure as of the date of this proxy statement/prospectus.

As of the date of this proxy statement/prospectus, Aquaron does not have any subsidiaries.

Post-Closing of the Business Combination

The following diagram sets forth PubCo’s corporate structure, including PubCo’s principal subsidiaries immediately upon completion of the Business Combination.

The Merger Agreement and the Business Combination

Background and Summary of the Material Terms of the Business Combination

Since completing its IPO, Aquaron evaluated numerous potential target businesses with the goal of completing its initial business combination, reviewing 11 opportunities across various industries based on its investment criteria and guidelines. Ultimately, Aquaron decided not to pursue any of these candidates. On November 3, 2022, Arbor Lake, Aquaron’s financial advisor, introduced Bestpath (defined below) to Aquaron. Bestpath, seeking a potential business combination, expressed interest in exploring a transaction with Aquaron.

Aquaron entered into an Agreement and Plan of Merger (the “Bestpath Merger Agreement”) on March 23, 2023, with Bestpath (Shanghai) IoT Technology Co., Ltd. (轻程（上海）物联网科技有限公司), a PRC limited liability company (“Bestpath”) and several other parties. Subsequent to the signing of the Bestpath Merger Agreement, Bestpath undertook certain reorganization to consolidate and concentrate its business (the “Reorganization”). In light of the Reorganization, as agreed by the parties, the Bestpath Merger Agreement was terminated pursuant to Section 11.1 thereunder on July 12, 2024, to allow the parties to enter into a new business combination agreement to accommodate the Reorganization.

On July 12, 2024, Aquaron entered into the Merger Agreement with (i) HUTURE Ltd., a Cayman Islands exempted company as Holdco, (ii) HUTURE Group Limited, an exempted company incorporated in Cayman Islands and a direct wholly-owned subsidiary of Company as PubCo, (iii) Bestpath Merger Sub I Limited, an exempted company incorporated in Cayman Islands and a direct wholly-owned subsidiary of PubCo, and (iv) Bestpath Merger Sub II Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo.

Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Holdco whereby the separate existence of Merger Sub 1 will cease and Holdco will be the surviving corporation of the Initial Merger and become a wholly owned subsidiary of PubCo, and (ii) following confirmation of the effective filing of the Initial Merger, Merger Sub 2 will merge with and into SPAC, the separate existence of Merger Sub 2 will cease and SPAC will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of PubCo.

The Mergers implies a current equity value of Huture Motors at $1.0 billion prior to the closing of the Mergers. As a result of the Mergers, among other things, (i) each outstanding Holdco Class A Ordinary Share and Holdco Class B Ordinary Share shall automatically be cancelled, and in exchange for the right to receive PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares, respectively, at the Company Exchange Ratio;

(ii) each outstanding SPAC Unit will be automatically detached; (iii) each unredeemed outstanding share of SPAC Common Stock will be cancelled in exchange for the right to receive one PubCo Class A Ordinary Share, (iv) each outstanding SPAC Right will be cancelled and cease to exist in exchange for one-fifth (1/5) PubCo Class A Ordinary Share, and (v) each SPAC UPO will automatically be cancelled and cease to exist in exchange for one (1) PubCo UPO. Each outstanding PubCo Class A Ordinary Share will have a value at the time of the Closing of $10.00.

Following the closing of the Business Combination and in addition to the Merger Consideration Shares, PubCo shall

1.      issue an aggregate of up to 10,000,000 PubCo Ordinary Shares (which shall be equitably adjusted for share subdivisions, share consolidations, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction) as the Earn-out Shares to the Holdco Shareholders who hold Holdco Shares as of immediately prior to the Initial Merger Effective Time on a pro rata basis, upon each of the occurrences of the PubCo’s reporting of its consolidated revenue being no less than RMB60,000,000 for the fiscal year ended on December 31, 2024 and the PubCo’s reporting of its consolidated revenue being no less than RMB100,000,000 for the fiscal year ended on December 31, 2025;

2.      be entitled to set up an equity incentive pool, representing 15% of the share capital of the PubCo on a post-Closing fully diluted basis, for the purpose of administration of share incentive awards to be granted to eligible participants including directors, officers, employees and consultants of the Combined Company under a share incentive plan to be adopted by resolution of the PubCo’s board of directors or any committee appointed for this purpose by the PubCo’s board of directors; and

3.      upon the occurrence of each Earn-out Event, issue an additional 5,000,000 PubCo Ordinary Shares (which number shall be appropriately adjusted) to eligible participants including directors, officers and employees of the Combined Company under a share incentive plan to be adopted by resolution of the PubCo’s board of directors or any committee appointed for this purpose by the PubCo’s board of directors.

The following summaries of the Merger Agreement and the other agreements to be entered into by the parties in connection therewith are qualified in their entirety by reference to the text of the Merger Agreement and such other agreements. The Merger Agreement is attached as Exhibit 2.1 hereto and incorporated herein by reference.

Representations and Warranties

In the Merger Agreement, Holdco makes certain representations and warranties (with certain exceptions set forth in Company’s disclosure schedule) with respect to Holdco (collectively with its subsidiaries, “Company Group”) and the Acquisition Entities, including matters relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure and validity of share issuance; I accuracy of charter documents and corporate records; (f) required consents and approvals; (g) financial information; (h) absence of certain changes or events; (i) title to assets and properties; (j) litigation; (k) material contracts; (l) licenses and permits; (m) compliance with laws, including those relating to foreign corrupt practices and money laundering; (n) ownership of intellectual property; (o) customers and suppliers; (p) employment and labor matters; (q) ownership of real property; I taxes matters; (s) environmental matters; (t) that Holdco is not an investment company; (u) privacy and data protection; (v) no alternative transactions, (w) brokers and finders, and (x) other customary representations and warranties.

In the Merger Agreement, Aquaron makes certain representations and warranties relating to, among other things: (a) proper corporate organization and similar corporate matters; (b) authorization, execution, delivery and enforceability of the Merger Agreement and other transaction documents; (c) absence of conflicts; (d) capital structure and validity of share issuance; I trust fund amount; (f) validity of Nasdaq Stock Market listing; (g) SEC filing requirements and financial statements; (h) compliance with laws, including those relating to money laundering; (i) that SPAC is not an investment company; (j) taxes matters; material contracts; (k) no alternative transactions; brokers and finders, and (l) other customary representations and warranties.

Conduct Prior to Closing; Covenants

Each of Holdco and SPAC has agreed to, and agreed to cause their respective subsidiaries to, use commercially reasonable efforts to, conduct their respective business only in the ordinary course consistent with past practice, prior to the Closing, and not to take certain specified actions without the prior written consent of the other party.

The Merger Agreement also contains covenants providing for:

•        each party providing access to their books and records and providing information relating to their respective business to the other party, its legal counsel and other representatives;

•        each party having obligation to promptly notify the other party for notices and other communications it has received in relation to certain matters of the transactions contemplated under the Merger Agreement;

•        Aquaron to make appropriate arrangements with respect to the funds in its Trust Account;

•        exculpation, indemnification, advancement of expenses, and insurance arrangement in favor of directors and officers of Aquaron and the Company Group;

•        parties’ cooperation in making filings with the SEC; and

•        that Holdco may, at its sole discretion, select to pay certain amounts to extend the time Aquaron has to complete a business combination under certain circumstances and if necessary.

Company also agrees that it shall use commercially reasonable efforts to enter into definitive agreements to raise additional investment.

Conditions to Closing

Each party may elect to waive conditions to its obligations to consummate the Closing in accordance with the Merger Agreement to the extent it would still be legally permissible to proceed with the Business Combination. For example, if SPAC stockholders do not approve the Business Combination it cannot be consummated. However, while it is a condition to closing that the shares be approved for trading on Nasdaq, if such listing could not be obtained, the parties could decide to proceed with the Business Combination and waive this condition. If the Closing occurs, all conditions to a party’s obligations to consummate the Closing that have not been fully satisfied as of the Closing will be deemed to have been waived by such party.

General Conditions

Consummation of the transactions under this Agreement is conditioned on, among other things, (i) the absence of any applicable Law or prohibiting the transactions; (ii) the Form F-4 having been declared effective by the SEC; (iii) each of the additional agreements described in the Merger Agreement having been entered into, provided that no less than 95% of the Closing Payment Shares shall be subject to the Company Shareholders Lock-up Agreement (see below); and (iv) the requisite approval of the shareholders of Aquaron and Company having been obtained.

Aquaron’s Conditions

The obligation of Aquaron to consummate the Closing is conditioned upon, in addition to the conditions described in the first paragraph and among other things, the following:

•        Company Group complying with all of the obligations under the Merger Agreement in all material respects;

•        the Fundamental Representations of Holdco being true and correct in all material respects and representations of Holdco other than the Fundamental Representations being true and correct except to the extent that would not, in the aggregate, have a Material Adverse Effect;

•        there having been no Material Adverse Effect on the business of Company; and

•        The requisite third party consents and governmental approvals having been obtained, and no such consent shall have been revoked, except as would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.

Holdco’s Conditions

The obligation of Holdco’s obligation to consummation the Closing is conditioned upon, in addition to the conditions described in the first paragraph and among other things, the following:

•        Aquaron complying with all of their obligations under the Merger Agreement in all material respects;

•        disregarding all materiality qualifiers, the representations and warranties of Aquaron being true and correct except to the extent that would not, in the aggregate, have a Material Adverse Effect;

•        there having been no Material Adverse Effect on Aquaron;

•        Aquaron complying with the applicable reporting requirements under the Securities Act and Exchange Act;

•        Aquaron shall have completed its share redemption in accordance with the Merger Agreement and its proxy statement; and

•        Aquaron shall remain listed on Nasdaq and the additional listing application for the Merger Consideration Shares shall have been approved by Nasdaq.

Termination

The Merger Agreement may be terminated as follows:

•        in the event the Closing has not occurred by October 6, 2025, by Aquaron or Company, provided that the party seeking to terminate this Agreement has not committed any material breach; or

•        in the event Aquaron or Holdco has committed any material breach and such breach is not cured within fifteen (15) days following receipt of a notice of breach from the other party, the non-breaching party may terminate this Agreement by giving notice to the other party.

The foregoing summary of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the actual agreement, which is filed as Exhibit 2.1 hereto.

Merger Consideration

At the time at which the Initial Merger becomes effective (the “Initial Merger Effective Time”), pursuant to the Initial Merger, each Holdco Class A Ordinary Share or Holdco Class B Ordinary Share that is issued and outstanding immediately prior to the Initial Merger Effective Time, other than (1) any Holdco Treasury Shares and (2) any Holdco Dissenting Shares, shall automatically be cancelled and cease to exist in exchange for the right to receive such number of PubCo Class A Ordinary Share or PubCo Class B Ordinary Share, respectively, at the Holdco Exchange Ratio.

At the time at which the SPAC Merger becomes effective (the “SPAC Merger Effective Time”), pursuant to the SPAC Merger: (1) each SPAC Unit that is outstanding immediately prior to the SPAC Merger Effective Time, shall be automatically detached and the holder thereof shall be deemed to hold one share of SPAC Common Stock and one SPAC Right in accordance with the terms of the applicable SPAC Unit (“Unit Separation”); (2) immediately following the Unit Separation, each share of SPAC Common Stock that is issued and outstanding immediately prior to the SPAC Merger Effective Time (including each share of SPAC Common Stock converted from SPAC Rights) shall automatically be cancelled and cease to exist in exchange for the right to receive one newly issued, fully paid and non-assessable PubCo Class A Ordinary Share without interest; (3) immediately following the Unit Separation, every five (5) SPAC Rights that were issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be converted to one share of SPAC Common Stock; and (4) at the SPAC Merger Effective Time, the SPAC UPO that is issued and outstanding immediately prior to the SPAC Merger Effective Time shall automatically be cancelled and cease to exist in exchange for one PubCo UPO.

Upon the consummation of the Mergers, PubCo will issue (1) 107,987 PubCo Class A Ordinary Shares in exchange for SPAC Common Stock owned by SPAC Public Stockholders, (2) 1,354,295 PubCo Class A Ordinary Shares in exchange for the Insider Shares, (3) 268,765 PubCo Class A Ordinary Shares in exchange for SPAC Common Stock owned by the Sponsor, (4) 1,137,189 PubCo Class A Ordinary Shares in exchange for SPAC Common Stock underlying all outstanding SPAC Rights, (5) [100,000,000] PubCo Ordinary Shares in exchange for Holdco Shares (other than the Holdco Treasury Shares and Holdco Dissenting Shares), (6) 68,133 PubCo Class A Ordinary Shares in exchange for

SPAC Common Stock and SPAC Common Stock underlying the SPAC Units and one (1) PubCo UPO in exchange for SPAC UPO issued to Chardan and/or its designees as deferred underwriting commission, and (7) [1,500,000] PubCo Class A Ordinary Shares to Arbor Lake, as consultant to Aquaron in connection with the Business Combination.

In addition, following the Closing, PubCo will (a) issue an aggregate of up to 10,000,000 Earn-out Shares to the Holdco’s shareholders who hold Holdco’s shares as of immediately prior to the effective time of the Initial Merger on a pro rata basis, and (b) issue an aggregate of up to 10,000,000 PubCo Ordinary Shares to eligible participants including directors, officers and employees of the Company under the Earn-out Incentive Plan. The Earn-out Shares and the Earnout Incentive Plan will be subject to certain milestones (based on the achievement of certain targets of consolidated revenue for the fiscal year of 2024 and 2025).

Additional Agreements Executed at the Signing of the Merger Agreement

Company Voting and Support Agreement

Concurrently with the execution of the Merger Agreement, certain shareholders of Holdco, representing more than fifty percent (50%) of the equity interests in Holdco, have entered into a voting and support agreement with the PubCo, the Company, each of the Acquisition Entities and Aquaron, pursuant to which each such holder agrees to, among other things, vote in favor of the transactions contemplated by the Merger Agreement. The company voting and support agreement signed together with the Bestpath Merger Agreement terminated concurrently with the termination of the Bestpath Merger Agreement.

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, Sponsor has entered into and delivered a support agreement, pursuant to which the Sponsor has agreed, among others, to vote in favor of the Merger Agreement and the transactions contemplated thereunder at the SPAC Special Meeting in accordance with the Insider Letter. The sponsor voting and support agreement signed together with the Bestpath Merger Agreement terminated concurrently with the termination of the Bestpath Merger Agreement.

Additional Agreements to be Executed at Closing

In addition to the Merger Agreement, the following agreements will be entered into in connection with the Closing.

Shareholders Lock-Up Agreement

Certain Company Shareholders will enter into an agreement with the PubCo, to be effective as of the Closing, pursuant to which at least ninety-five percent (95%) of the Merger Consideration Shares shall be subject to a lock-up in accordance with the terms and conditions thereunder.

Registration Rights Agreement

In connection with the transactions, PubCo shall enter into an amended and restated registration rights agreement with certain Holdco shareholders and the initial shareholders of Aquaron to provide for the registration of the PubCo Ordinary Shares.

Material Financing Transactions

Between February 2023 and March 2024, the Sponsor provided Aquaron with six unsecured, interest-free promissory notes totaling $849,626 (collectively, the “Sponsor Notes”) to support transaction costs related to a proposed business combination and for general working capital purposes. The Sponsor has the right to convert the Sponsor Notes into shares of Aquaron’s common stock — $549,626 of the notes are convertible at a fixed price of $10.00 per share, and the remaining $300,000 at approximately $8.33 per share. All Sponsor Notes are repayable upon the earlier of the consummation of a business combination or the liquidation of Aquaron. If the Sponsor elects to convert the notes in accordance with their terms, it will receive up to 90,962 shares of Aquaron’s common stock, which will be exchanged for PubCo Class A Ordinary Shares upon the closing of the Business Combination. In addition to the Sponsor Notes, Aquaron received additional funding from the Sponsor to cover its operational costs, resulting in an amount due to related party balance of $148,757 as of March 31, 2025, which remains unchanged as of the date of this proxy statement/prospectus.

On June 30, 2023, October 3, 2023, January 3, 2024, February 2, 2024, March 1, 2024, April 8, 2024, May 2, 2024, June 4, 2024, and July 8, 2024, Aquaron issued unsecured promissory notes (the “Bestpath Notes”) in the principal amount of $210,000, $210,000, $70,000, $70,000, $70,000, $70,000, $20,000, $20,000, and $20,000, respectively, to Bestpath in exchange for Bestpath depositing these amounts into the Trust Account in order to extend the amount of time it has available to complete a business combination. As of March 31, 2025, the total outstanding balance under the Bestpath Notes was $760,000, which remains unchanged as of the date of this proxy statement/prospectus. The Bestpath Notes do not bear interest and mature upon closing of a business combination by Aquaron. In addition, the Bestpath Notes may be converted by the holder into shares of common stock of Aquaron identical to the common stock issued in the Aquaron’s IPO at a price of approximately $8.33 per share. If Bestpath elects to convert the notes in accordance with their terms, it will receive up to 91,200 shares of Aquaron’s common stock, which will be exchanged for PubCo Class A Ordinary Shares upon the closing of the Business Combination.

On August 6, 2024, September 4, 2024, October 2, 2024, November 5, 2024, December 4, 2024, January 5, 2025, February 5, 2025, March 6, 2025, and April 6, 2025, Aquaron issued unsecured promissory notes (the “Huture Notes”) to Huture Motors in nine separate payments of $20,000 each, totaling $180,000 in exchange for Huture Motors depositing these amounts into the Trust Account in order to extend the amount of time it has available to complete a business combination. Following the redemption that occurred immediately after the annual stockholder meeting held on May 6, 2025, the monthly extension fee was reduced to $16,198.05. From May 2025 to July 2025, Huture Motors provided a loan of approximately $16,198 each month to Aquaron to fund the amount required to extend the Business Combination Period to August 2025. In return, Aquaron issued an unsecured promissory note of $16,198.05 for each extension. On May 6, and July 7, 2025, Aquaron issued unsecured promissory notes to Huture Motors in the following amounts: $16,198.05 on May 6, and two notes each in the amount of $16,198.05 on July 7, 2025. The Huture Notes do not bear interest and mature upon closing of a business combination by Aquaron. In addition, the Huture Notes may be converted by the holder into shares of common stock of Aquaron identical to the common stock issued in Aquaron’s IPO at a price of approximately $8.33 per share. If Huture Motors elects to convert the notes in accordance with their terms, it will receive up to [23,543] shares of Aquaron’s common stock, which will be exchanged for PubCo Class A Ordinary Shares upon the closing of the Business Combination.

Whilst PubCo is continuing to work toward obtaining the PIPE Financing, no subscription agreements has been entered into as of the date of this proxy statement/prospectus. Accordingly, there can be no assurances that PubCo will be able to secure the PIPE Financing. In the event that there is PIPE Financing, PIPE investors may be investing at a discount to Aquaron’s public offering price, i.e., $10.00 per unit, compared to the investors in Aquaron’s IPO, and consequently may result in significant dilution to the implied value of the public shares owned by Aquaron’s current stockholders upon the consummation of the Business Combination. See “Risk Factors — Risks Relating to PubCo’s Securities Following the Business Combination — PIPE investors, if any, may be investing at a discount to Aquaron’s public offering price, i.e., $10.00 per unit, compared to the investors in Aquaron’s IPO, and consequently may result in significant dilution to the implied value of the public shares owned by Aquaron’s current stockholders upon the consummation of the Business Combination.” In case that the PubCo successfully obtains the PIPE Financing, the proceeds from the PIPE Financing will be used to [            ].

For information on the dilutive impact, if any, of these financing transactions on non-redeeming Aquaron’s stockholders, see “Dilution to Non-Redeeming Aquaron’s Stockholders” below.

Ownership of PubCo Post-Closing

Prior to the Business Combination, and as of the record date, the SPAC Public Stockholders who hold shares issued in the IPO own approximately 6.24% of issued and outstanding shares of SPAC Common Stock. After giving effect to the Business Combination and to the issuance of (1) 107,987 PubCo Class A Ordinary Shares in exchange for SPAC Common Stock owned by SPAC Public Stockholders, (2) 1,354,295 PubCo Class A Ordinary Shares in exchange for the Insider Shares, (3) 268,765 PubCo Class A Ordinary Shares in exchange for SPAC Common Stock owned by the Sponsor, (4) 1,137,189 PubCo Class A Ordinary Shares in exchange for SPAC Common Stock underlying all outstanding SPAC Rights, (5) [100,000,000] PubCo Ordinary Shares in exchange for Holdco Shares (other than the Holdco Treasury Shares and Holdco Dissenting Shares), (6) [68,133] PubCo Class A Ordinary Shares in exchange for SPAC Common Stock and SPAC Common Stock underlying the SPAC Units issued to Chardan and/or its designees as deferred underwriting commission, (7) [1,500,000] PubCo Class A Ordinary Shares to Arbor Lake, as consultant to Aquaron in connection with the Business Combination, (8) [203,762] PubCo Ordinary Shares upon conversion of any of the promissory notes by the Sponsor, Bestpath or Holdco, and (9) the issuance of [            ]

PubCo Ordinary Shares to the PIPE Investors, without giving effect to (x) the Earn-out Shares, (y) PubCo Ordinary Shares reserved for issuance under the PubCo Incentive Plan or (z) PubCo Class A Ordinary Shares underlying the PubCo UPO, it is anticipated that, upon completion of the Business Combination, (i) the ownership interests in PubCo of SPAC Public Stockholders will be [*]% and the ownership interests in PubCo of the Insiders (including the Sponsor) and their respective affiliates will be [*]%, assuming No Redemption (as defined below); and (ii) the ownership interests in PubCo of SPAC Public Stockholders will be [*]% and the ownership interests in PubCo of the Insiders (including the Sponsor) and their respective affiliates will be [*]%, assuming Maximum Redemption (as defined below). If any PIPE shares or Earn-out Shares are issued, the anticipated percentage ownership of SPAC Public Stockholders will be further reduced.

The following table summarizes the pro forma ownership of PubCo Ordinary Shares upon Closing of the Mergers, under the scenarios below with respect to the potential redemption for each of SPAC Common Stock:

•        Scenario 1 — No Redemption Scenario: This scenario assumes that there are no SPAC Shareholders exercise redemption rights with respect to their SPAC Public Shares in connection with the Business Combination; As of December 31, 2024, there were 805,352 SPAC Public Shares issued and outstanding. In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting, on May [6], 2025, holders of 697,365 SPAC Public Shares elected to redeem their SPAC Public Shares for cash.

•        Scenario 2 — Intermediate Redemption Scenario: This scenario assumes that SPAC Shareholders holding 53,994 SPAC Public Shares, representing 50% of 107,987 SPAC Public Shares remaining outstanding, will exercise redemption rights in connection with the Business Combination; and

•        Scenario 3 — Maximum Redemption Scenario: This scenario assumes that SPAC Shareholders holding 107,987 SPAC Public Shares will exercise their redemption rights in connection with the Business Combination in addition to the 697,365 SPAC Public Shares elected to redeem their SPAC Public Shares for cash on May [6], 2025.

____________

(1)      Assumes the base equity value of Huture Motors is $1,000,000,000 and will be paid entirely in shares, comprised of 100,000,000 newly issued ordinary shares of the PubCo and assumes 91,200 shares upon conversion of the Bestpath Notes, and 21,600 shares upon conversion of the Huture Notes at the closing of the Business Combination.

(2)      Assumes the exercise of all issued and outstanding SPAC Public Right, each 5 for one PubCo Ordinary Share, at the closing of the Business Combination.

(3)      Assumes the exercise of all issued and outstanding Private Unites and Over-Allotment Option Units sold to its Sponsor, each 5 for one PubCo Ordinary Share, which would result in an additional 53,753 shares at the closing of the Business Combination and assumes the issuance of 90,962 shares upon conversion of the Sponsor Notes at the closing of the Business Combination.

(4)      Assumes the issuance of 1.5 million PubCo Ordinary Shares to Arbor Lake Investment Limited as financial advisor to Aquaron upon Closing of the Business Combination as compensation.

(5)      Assumes 105,633 PubCo Class A Ordinary Shares in exchange for SPAC Common Stock and SPAC Common Stock underlying the SPAC Units issued to Chardan and/or its designees as deferred underwriting commission.

Dilution to Non-Redeeming Aquaron’s Stockholders

Dilution per share to the original investors in SPAC is determined by its net tangible book value per share, as adjusted, while excluding the Business Combination, while giving effect to material probable or consummated transactions and other material effects on SPAC’s net tangible book value per share, from the initial public offering price per share paid by original investors in SPAC as set forth as follows under the three redemption scenarios:

____________

(1)      SPAC’s net tangible book value was calculated by total assets minus total liabilities minus ordinary shares subject to redemption.

(2)      SPAC’s net tangible book value was adjusted for (i) trust account balance as a result of different level of redemption; and (ii) transaction expenses that have not recorded on SPAC’s financial statements as of March 31, 2025, which will have impacts on the calculation of net tangible book value upon closing; (iii) issuance of 1.5 million Ordinary Shares to Arbor Lake Investment Limited as financial advisor to SPAC upon Closing of the Business Combination as compensation

For each of the three redemption scenarios, potential dilution results in the amount of non-redeeming shareholders’ interest per share being at least the SPAC IPO price per share of ordinary share:

____________

(1)      In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting, on May 6, 2025, holders of 697,365 SPAC Public Shares elected to redeem their SPAC Public Shares for cash.

(2)      Assumes the exercise of all issued and outstanding SPAC Public Right, each 5 for one PubCo Ordinary Share, at the closing of the Business Combination.

(3)      Assumes the issuance of 1.5 million PubCo Ordinary Shares to Arbor Lake Investment Limited as financial advisor to Aquaron upon Closing of the Business Combination as compensation.and 105,633 PubCo Ordinary Shares in exchange for SPAC Common Stock and SPAC Common Stock underlying the SPAC Units issued to Chardan and/or its designees as deferred underwriting commission.

(4)      Assumes the exercise of all issued and outstanding Private Unites and Over-Allotment Option Units sold to its Sponsor, each 5 for one PubCo Ordinary Share, which would result in an additional 53,753 shares at the closing of the Business Combination.

(5)      Assumes the issuance of 90,962 shares assumes upon conversion of the Sponsor Notes, 91,200 shares upon conversion of the Bestpath Notes, and 21,600 shares upon conversion of the Huture Notes at the closing of the Business Combination.

The discussion, the following, which is a material potential sources of future dilution that is considered improbable by the Company to be effected at or prior to the consummation of the Business Combination:

An aggregate of up to 10,000,000 Earn-out Shares to the Holdco’s shareholders who hold Holdco’s shares, and an aggregate of up to 10,000,000 PubCo Ordinary Shares to eligible participants including directors, officers and employees of the Company under the Earn-out Incentive Plan is not assumed to be issued at or prior to the consummation of the Business Combination. The Earn-out Shares and the Earnout Incentive Plan will be subject to certain milestones. If all of Earn-out shares are issued, the number of outstanding shares will be increased by 10,000,000 PubCo Class A Ordinary Shares.

One (1) PubCo UPO, exchanged on a one-for-one basis for the SPAC UPO upon the SPAC Merger, which, when exercisable, includes 97,509 PubCo Class A Ordinary Shares underlying the units and 19,501 additional PubCo Class A Ordinary Shares issuable from rights included in those units. The holder of the options have the right to purchase an aggregate of 117,010 PubCo Class A Ordinary Shares at a price of US$11.50 per shares, which is not assumed to be issued at or prior to the consummation of the Business Combination. If all of Earn-out shares are issued, the number of outstanding shares will be increased by 117,010 PubCo Class A Ordinary Shares.

Compensation of the Sponsor, its Affiliates and Promoters

Set forth below is a summary of the terms and amount of the securities as compensation received or to be received by the Sponsor and its affiliates in connection with the Business Combination or any related financing transaction, the amount of securities issued or to be issued by Aquaron to the Sponsor and its affiliates, and the price paid or to be paid for such securities or any related financing transaction. The Sponsor did not, and will not receive any cash compensation during the ordinary course of Aquaron’s operation or in connection with the Business Combination.

In addition to the Sponsor Notes, Aquaron received further funding from the Sponsor to cover its operational costs, resulting in an amount due to related party balance of $148,757 as of March 31, 2025. This amount remains unchanged as of the date of this proxy statement/prospectus. Furthermore, as of the date of this proxy statement/prospectus, neither the Sponsor nor Aquaron’s officers, directors, affiliates, or promoters have incurred any unpaid reimbursable expenses.

As of the date of this proxy statement/prospectus, the Sponsor’s total at-risk capital amounts to $3,710,254, consisting of: (i) $24,217 for the purchase of 1,309,295 Insider Shares, (ii) $2,687,654 for the purchase of 268,765 SPAC Private Units, (iii) US$849,626 under the Sponsor Notes, and (iv) US$148,757 as amount due to related party balance. If the Sponsor chooses not to convert the Sponsor Notes upon closing of the Business Combination, the average per-share price paid by the Sponsor could be as low as approximately $1.66, compared to the $10.00 per-share price paid by public stockholders during Aquaron’s IPO. This figure is calculated by dividing the total cost of the Insider Shares and the shares underlying the SPAC Private Units by the total number of those shares. The Sponsor will still be able to make a positive rate of return even if the market price of the PubCo Ordinary Shares is very low after the closing of the Business Combination. In contrast, a public stockholder who purchased shares in Aquaron’s IPO and later chose not to exercise redemption rights would only make a positive rate of return if the trading price of PubCo Ordinary Shares exceeds $10.00 per share.

The Sponsor acquired its Insider Shares at a nominal price of approximately $0.018 per share, compared to the $10.00 per share paid by Aquaron’s public shareholders in its initial public offering. This substantial price difference has resulted in meaningful dilution to the equity interests of Aquaron’s public shareholders, including Aquaron’s non-redeeming shareholders. However, upon the Closing, because the Insider Shares and the shares underlying the SPAC Private Units have already been issued, the comparatively small number of additional shares issuable under the SPAC Rights and the promissory notes is not expected to cause any material dilution to the equity interests of Aquaron’s non-redeeming shareholders.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Aquaron Board in favor of adoption of the Business Combination Proposal, the Redomestication Proposal and the other related Proposals, you should keep in mind that Aquaron’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including the following:

•        If the proposed Business Combination is not completed by August 6, 2025 (or the latest May 6, 2026 if such period is extended by the full amount of time), Aquaron will be required to liquidate. In such event, the 1,354,295 shares of SPAC Common Stock held by the Insiders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, will be worthless. Such shares had an aggregate market value of approximately US$[15.7] million based on the closing price of SPAC Common Stock of US$[11.60] on the over-the-counter market as of [April 2], 2025;

•        If the proposed Business Combination is not completed by August 6, 2025 (or the latest May 6, 2026 if such period is extended by the full amount of time), the 268,765 SPAC Private Units purchased by the Sponsor for a total purchase price of US$2,687,654, will be worthless. Such Private Units had an aggregate market value of approximately US$[3.2] million based on the closing price of SPAC Unit of US$[11.90] on Nasdaq as of [April 2], 2025; If Aquaron is able to complete a business combination within the required time period, the Sponsor and Insiders may receive a positive return on the Aquaron securities held by them, even if SPAC Public Stockholders may experience a negative return on their investment in the SPAC Common Stocks after consummation of the Business Combination;

•        The Sponsor’s aggregate at risk capital is US$3,710,254 as of the date of this proxy statement/prospectus, comprised of (i) the purchase price of US$24,217 for 1,309,295 Insider Shares, (ii) the purchase price of US$2,687,654 for 268,765 SPAC Private Units, (iii) US$849,626 under Sponsor Notes, and (iv) US$148,757 as amount due to related party balance. Such Insider Shares had an estimated aggregate market value of $[        ] million based upon the closing price of $[        ] per SPAC Common Stock on Nasdaq on the Record Date. Such units had an estimated aggregate value of $[        ] million based on the closing price of $[        ] per SPAC Unit on Nasdaq on the Record Date. As of the date of this proxy statement/prospectus, the Sponsor and its affiliates do not have out-of-pocket expenses awaiting reimbursement. If Aquaron is unable to complete a business combination within the required time period, the Insider Shares and the securities underlying the SPAC Private Units will expire worthless, and the promissory notes may only be repaid with working capital held outside the Trust Account and not with proceeds held in the Trust Account. The Sponsor and its affiliates do not otherwise have any amounts otherwise owed or payable by Aquaron. The Sponsor does not hold any interest in Huture Motors;

•        The aggregate at risk capital of Aquaron’s officers and directors is US$783, representing consideration paid for the 45,000 Insider Shares. Such Insider Shares had an estimated aggregate market value of $[        ] million based upon the closing price of $[        ] per SPAC Common Stock on Nasdaq on the Record Date. If Aquaron is unable to complete a business combination within the required time period, such Insider Shares will be worthless. The directors and officers of Aquaron do not hold any interest in Huture Motors;

•        The exercise of Aquaron’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the transaction may result in a conflict of interest when determining whether such changes or waivers are appropriate and in Aquaron’s stockholders’ best interest;

•        Aquaron’s officers and directors, the Sponsor and its affiliates will be reimbursed for any reasonable fees and out-of-pocket expenses incurred in connection with activities on Aquaron’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations (including the Business Combination). As of the date of this proxy statement/prospectus, nil had been incurred or accrued in respect of such expense reimbursement obligation;

•        The Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate;

•        In order to fund working capital deficiencies in connection with a Business Combination, Aquaron’s insiders, officers and directors or their affiliates may, but are not obligated to, loan Aquaron funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan

would be evidenced by a promissory note. The notes would either be paid upon consummation of the Business Combination, without interest, or, at the lender’s discretion, up to US$600,000 of the notes may be converted upon consummation of the Business Combination into SPAC Private Units at a price of $10.00 per unit (which, for example, would result in the holders being issued units to acquire 72,000 shares of SPAC Common Stock (which includes 12,000 shares of SPAC Common Stock issuable upon exercise of rights). If Aquaron does not complete a business combination, the loans would be repaid out of funds not held in the Trust Account, and only to the extent available. As of the date of this proxy statement/prospectus, US$849,626 was outstanding under all promissory notes issued by Aquaron to the Sponsor;

•        None of our officers and directors is required to commit their full time to Aquaron’s affairs and, accordingly, they may have conflicts of interest in allocating their time among various business activities;

•        In the course of their other business activities, Aquaron’s officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to Aquaron as well as the other entities with which they are affiliated. Aquaron’s officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by Aquaron. Thus, Aquaron’s officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in Aquaron’s favor and such potential business opportunities may be presented to other entities prior to their presentation to Aquaron, subject to application fiduciary duties under Delaware laws. The SPAC Charter provides that Aquaron renounces its interest in any corporate opportunity offered to any director or officer of Aquaron. This waiver allows Aquaron’s directors and officers to allocate opportunities based on a combination of the objectives and fundraising needs of the target as well as the investment objectives of the entity. Aquaron does not believe that the waiver of the application of the corporate opportunity doctrine in the SPAC Charter otherwise had a material impact on its search for a potential business combination target. The following table summarizes the relevant pre-existing fiduciary or contractual obligations of our officers and directors:

•        Aquaron’s existing directors and officers will be eligible for continued indemnification and continued coverage under Aquaron’s directors’ and officers’ liability insurance after the Business Combination and pursuant to the Merger Agreement.

The existence of financial and personal interests of one or more of Aquaron’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Aquaron and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. In addition, Aquaron’s officers have interests in the Business Combination that may conflict with your interests as a stockholder. These interests may influence the Aquaron Board in making its recommendation that you vote in favor of the approval of the Business Combination Proposal, Redomestication Proposal and the other Proposals.

In addition, Holdco’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including the following:

•        In order to extend the amount of time Aquaron has available to complete a business combination, Aquaron has issued to unsecured promissory notes to Holdco in exchange for Holdco to deposited into Aquaron’s Trust Account certain amount of funds. The notes do not bear interest and mature upon closing of a business combination by Aquaron. In addition, the notes may be converted by the Holdco into units of Aquaron identical to the units issued in Aquaron’s initial public offering at a price of $10.00 per unit (each unit is consisted of one share of common stock and one right to receive one-fifth (1/5) of a share of common stock). If Aquaron does not complete a business combination, the notes would be repaid out of funds not held in the Trust Account, and only to the extent available. As of the date of this proxy statement/prospectus, US$[            ] was outstanding under all promissory notes issued by Aquaron to the Holdco. Except for the conflicts of interest noted above, which primarily relate to the interests of officers and directors and the Sponsor, there are no conflicts of interest between the

Sponsor or its affiliates, Aquaron’s officers, directors, or promoters, or Huture Motors’ officers and directors, and the unaffiliated shareholders of Aquaron. For a description of the fiduciary obligations held by Aquaron’s officers and directors to other entities, see “Aquaron’s Directors, Executive Officers and Executive Compensation — Conflicts of Interest” and “PubCo’s Directors, Executive Officers and Compensation — Conflicts of Interest.”

Aquaron’s directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and unanimously approving, as members of the Aquaron Board, the Merger Agreement and the transactions contemplated therein, including the Business Combination. However, the Aquaron Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for the IPO and would be included in this proxy statement/prospectus, (ii) these disparate interests would exist with respect to a business combination with any target company, and (iii) this business combination was structured so that the business combination may be completed even if Aquaron public stockholders redeem a substantial portion of the shares of SPAC Common Stock. The Aquaron Board concluded that the potential benefits that it expected Aquaron and its stockholders to achieve as a result of the merger outweighed the potentially negative and other factors associated with the merger. Accordingly, the Aquaron Board unanimously determined that the merger and the transactions contemplated by the merger agreement, were advisable and in the best interests of Aquaron and its stockholders.

Interests of Financial Advisor(s) in the Business Combination

According to the financial advisory agreement dated January 17, 2025, between Aquaron and Arbor Lake, Arbor Lake was retained by Aquaron to provide certain capital markets advisory services and introduce potential PIPE investors to the latter in connection with the latter’s business combination with Huture Motors. Mr. Sean Xiaocheng Peng has served as [representative] of Arbor Lake since August 8, 2022, as a director and chief financial officer of Healthcare AI Acquisition Corp. since September 5, 2023, and as founder/director of Shanghai Dezhi Enterprise Consulting Co., Ltd since September 2022. Previously, he was chief financial officer of Orisun Acquisition Corp. from December 2019 to November 2020. Since December 2015, Mr. Peng has been an investment professional and a director at Everpower International Holdings Co., Ltd. He brings extensive experience in creating strategic plans for target companies, leading due diligence efforts, preparing investment materials and analyses, negotiating deals, and overseeing post-investment management.

As compensation for these services, Arbor Lake will be paid entirely in PubCo Class A Ordinary Shares, calculated as follows: (x) 1.5% of the PubCo Ordinary Shares received by the Holdco Shareholders in connection with the Mergers; and (y) a percentage of PubCo Ordinary Shares received by the Holdco Shareholders in connection with the Mergers for introducing PIPE investors, determined by dividing the funds introduced by Arbor Lake by $25 million and multiplying the result by 1.5%).

Interests of Chardan in the Business Combination

Chardan served as the underwriter representative for Aquaron’s IPO and received a cash underwriting discount of $812,577 upon the IPO’s closing. Additionally, upon completion of a business combination, Chardan and/or its designees are entitled to deferred underwriting compensation totaling approximately $2,525,896, which consists of:

•        a deferred underwriting fee in cash equal to 3.5% of the IPO’s gross proceeds, amounting to $1,896,013, payable from the funds held in the Trust Account;

•        40,628 PubCo Class A Ordinary Shares, exchanged for 40,628 shares of SPAC Common Stock, representing 0.75% of the gross IPO proceeds at a price of approximately $6.17 per share based on a valuation report prepare by APA, a valuation agency, amounting to approximately $250,680; and

•        65,005 PubCo Class A Ordinary Shares, consisting of (1) 54,171 PubCo Class A Ordinary Shares, exchanged for SPAC Common Stock underlying 54,171 SPAC Private Units, and (2) 10,834 PubCo Class A Ordinary Shares, exchanged for SPAC Common Stock issuable upon exercise of the rights underlying the 54,171 SPAC Private Units, representing 1.00% of the gross IPO proceeds at a price of approximately $7.00 per unit based on a valuation report prepared by APA, a valuation agency, amounting to approximately $379,202.

In addition, Chardan and/or its designees are entitled to one (1) PubCo UPO, exchanged on a one-for-one basis for the SPAC UPO upon the SPAC Merger, which, when exercisable, includes a total of 117,010 PubCo Class A Ordinary Shares, consisting of 97,509 PubCo Class A Ordinary Shares underlying the units and an additional 19,501 PubCo Class A Ordinary Shares issuable from rights included in those units.

In connection with the accounting treatment of deferred underwriting compensation issued at the time of Aquaron’s initial public offering, Aquaron engaged APA, an independent third-party valuation firm, after Aquaron’s IPO, to prepare a valuation report. The sole purpose of this report was to calculate the total dollar amount of deferred underwriting compensation, which consisted of a combination of cash, common stock, and units, for accounting and financial reporting purposes, in accordance with applicable accounting standards. The valuation specifically addressed the fair value of the non-cash elements of the underwriting compensation as of the IPO date, and was used in the Company’s financial statements and related disclosures. In conducting its analysis, APA considered relevant market conditions at the time of the IPO, including the potential for a future business combination, the volatility of public markets, and other factors impacting the valuation of SPAC securities. It is important to note that the valuation report prepared by APA is entirely separate from the valuation used in connection with the business combination. The report was not intended to determine the number of PubCo shares to be issued to the underwriter in exchange for Aquaron shares, nor does it reflect the implied valuation in the merger. The merger consideration and related share exchange ratios were determined independently through negotiations between the parties and are based on different valuation inputs, assumptions, and transaction objectives.

The Proposals

At the Special Meeting, Aquaron’s stockholders will be asked to vote on (1) the Business Combination Proposal, (2) the Redomestication Proposal, (3) the Incentive Plan Proposal, (4) the PubCo Charter Proposal, (5) the NTA Requirement Amendment Proposal, and (6) the Adjournment Proposal.

Please see the section titled “The Special Meeting of Aquaron Stockholders” on page 113 for more information on the foregoing Proposals.

Voting Securities, Quorum. Record Date

As of the record date, there were [1,731,047] shares of SPAC Common Stock issued and outstanding. Only SPAC Public Stockholders of record as of the close of business on [            ], 2025 are entitled to vote at the Special Meeting or any adjournment of the Special Meeting. Approval of the Proposals will require the affirmative vote of the holders of a majority of the issued and outstanding SPAC Common Stock present and entitled to vote at the Special Meeting.

The Insiders, including and the Sponsor, which owns approximately [93.76]% of SPAC Common Stock as of the record date, have agreed to vote their SPAC Common Stock in favor of the Business Combination Proposal, and the Sponsor has further agreed to vote for each of the Redomestication Proposal, the Incentive Plan Proposal, PubCo Charter Proposal, the NTA Requirement Amendment Proposal, and the Adjournment Proposal. The Insiders intend to vote for the Redomestication Proposal, the Incentive Plan Proposal, PubCo Charter Proposal, the NTA Requirement Amendment Proposal, and the Adjournment Proposal.

Appraisal or Dissenters’ Rights

Neither Aquaron stockholders nor its unit or rights holders have appraisal rights in connection with the Business Combination under Delaware law or Cayman Islands law.

Recommendations of the Aquaron Board to Aquaron’s stockholders

After careful consideration of the terms and conditions of the Merger Agreement, the Aquaron Board has determined that Business Combination and the Transactions are advisable and in the best interests of Aquaron and its stockholders. In reaching its decision with respect to the Business Combination and the Redomestication, the Aquaron Board reviewed various industry and financial data and the due diligence and evaluation materials provided by the Holdco. The Aquaron Board did not obtain a fairness opinion on which to base its assessment. The Aquaron Board recommends that Aquaron’s stockholders vote:

•        FOR the Business Combination Proposal;

•        FOR the Redomestication Proposal;

•        FOR the Incentive Plan Proposal;

•        FOR the PubCo Charter Proposal;

•        FOR the NTA Requirement Amendment Proposal; and

•        FOR the Adjournment Proposal, if presented.

The Aquaron Board’s Reasons for Approving the Business Combination

Prior to reaching the decision to approve the Merger Agreement, Aquaron’s directors reviewed Holdco’s results of the business and financial due diligence and valuation analysis conducted by Aquaron’s management and third party legal and financial advisors, which included:

•        extensive meetings and calls with Huture Motors’ management team regarding Huture Motors’ products, development plans, operations and projections;

•        due diligence activities relating to business, accounting, legal, tax, operations and other matters;

•        financial and valuation analysis including review and analysis of Huture Motors’ historical financial statements, financial projections provided by Huture Motors;

•        discussion with Huture Motors on investor support and future capital markets strategy;

•        background checks on Huture Motors’ current and past key stakeholders;

•        review of Huture Motors’ material business contracts and related party transactions; and

•        research on the public trading values of comparable peer companies.

When considering the Business Combination with the Holdco, Aquaron Board reviewed the information available, and considered, among other things, the following:

•        The large-scale application of hydrogen energy is the future;

•        Major countries have been releasing policies supporting the development of the hydrogen energy industry;

•        Huture Motors’ business covers key nodes within the hydrogen energy industry chain; and

•        The vehicle manufacturing segment would be the engine for explosive business growth.

In the course of its deliberations, in addition to the various other risks associated with the business of the Company, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus, the Aquaron Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

•        Social, political and macroeconomic influence

•        Competition

•        Risk of Realization of forecast and projection

•        Business Plans May Not be Achieved

•        Environmental Conditions

•        Readiness to be a Public Company

•        Potential for benefits not achieved

•        Liquidation risk

•        unable to satisfy the Closing conditions

In addition to considering the factors described above, the Aquaron Board also considered that the Sponsor and certain officers and directors of Aquaron may have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of Aquaron’s stockholders (see section entitled “The Business Combination Proposal — Interests of Certain Persons in the Business Combination”). Further, the Aquaron Board did not retain an unaffiliated representative to act solely on behalf of the unaffiliated security holders for purposes of negotiating the terms of the Business Combination and/or preparing any report concerning the approval of the Business Combination. After considering the foregoing, the Aquaron Board concluded, in its business judgment, that the potential benefits to Aquaron and its stockholders relating to the Business Combination outweighed the potentially negative factors and risks relating to the Business Combination.

Redemption Rights

Pursuant to the SPAC Charter, a holder of SPAC Common Stock has the right to have its public shares redeemed for cash equal to its pro rata share of the Trust Account (net of taxes payable) in connection with the Business Combination.

If you are a public stockholder and you seek to have your shares redeemed, you must (1) demand, no later than 5:00 p.m., Eastern time on [            ], 2025 (two (2) business days before the Special Meeting), that Aquaron redeem your shares into cash; and (2) submit your request in writing to Aquaron’s transfer agent, at the address listed at the end of this section and deliver your shares to Aquaron’s transfer agent physically or electronically using the DWAC system at least two (2) business days prior to the vote at the Special Meeting.

In order to validly request redemption, you must send a request in writing to Aquaron’s transfer agent. The request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights.

You may tender the SPAC Common Stock for which you are electing redemption by two (2) business days before the Special Meeting by either:

•        Delivering certificates representing the shares of SPAC Common Stock to Aquaron’s transfer agent, or

•        Delivering the SPAC Common Stock electronically through the DWAC system.

Aquaron’s stockholders will be entitled to redeem their SPAC Common Stock for a full pro rata share of the Trust Account (currently anticipated to be no less than approximately US$[            ] per share as of the record date) net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by Aquaron’s transfer agent no later than two (2) business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two (2) business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of SPAC Common Stock as of the record date. Any public stockholder who holds SPAC Common Stock on or before [            ], 2025 (two (2) business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you choose to deliver SPAC Common Stock electronically through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and Aquaron’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker this cost and the broker would determine whether or not to pass this cost on to the redeeming holder. It is Aquaron’s understanding that Aquaron’s stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. Aquaron does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Aquaron’s stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a stockholder tenders its shares and decides prior to the consummation of the Business Combination that it no longer wants to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. Aquaron anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by Aquaron’s public stockholders, Aquaron will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. If you exercise your redemption rights, you will be exchanging your SPAC Common Stock for cash and will no longer own the shares. If Aquaron is unable to complete the Business Combination by August 6, 2025 (or the latest May 6, 2026 if such period is extended by the full amount of time), it will liquidate and dissolve and public stockholders would be entitled to receive approximately US$[            ] per share upon such liquidation.

Holders of outstanding SPAC Units must separate the underlying SPAC Common Stock and SPAC Rights prior to exercising redemption rights with respect to the SPAC Common Stock. If SPAC Units are registered in a holder’s own name, the holder must deliver the certificate for its SPAC Units to the transfer agent with written instructions to separate the SPAC Units into their individual component parts.

This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the SPAC Common Stock from the SPAC Units.

If a broker, dealer, commercial bank, trust company or other nominee holds SPAC Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s SPAC Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of SPAC Units to be separated and the nominee holding such SAPC Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant SPAC Units and a deposit of an equal number of SPAC Common Stock and SPAC Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the SPAC Common Stock from the SPAC Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their SPAC Common Stock to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

For information on the dilutive impact, if any, of these financing transactions on non-redeeming Aquaron’s stockholders, see “Dilution to Non-Redeeming Aquaron’s Stockholders” above.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. Under this method of accounting, Aquaron will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on the current shareholders of Holdco having a majority of the voting power of the post-combination company, Holdco’s senior management comprising all of the senior management of the post-combination company, the relative size of Holdco compared to Aquaron, and Holdco’s operations comprising the ongoing operations of the post-combination company. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Holdco issuing stock for the net assets of Aquaron, accompanied by a recapitalization. The net assets of Aquaron will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Holdco.

Comparison of Rights of Stockholders of Aquaron and Shareholders of PubCo

If the Business Combination is successfully completed, holders of SPAC Common Stock will become holders of PubCo Class A Ordinary Shares and their rights as shareholders will be governed by PubCo’s constitutional documents. Please see “Description of PubCo’s Share Capital — Comparison of Rights of PubCo Shareholders and Aquaron’s stockholders” beginning on page 233 for more information.

Emerging Growth Company

Each of Aquaron and PubCo is, and consequently, following the Business Combination, the PubCo will be, 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”). As such, the PubCo will be eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in their periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find the PubCo’s securities less attractive as a result, there may be a less active trading market for the PubCo’s securities and the prices of the PubCo’s securities may be more volatile.

The PubCo 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 closing of the Business Combination, (b) in which the PubCo has total annual gross revenue of at least $1.235 billion, or (c) in which the PubCo is deemed to be a large accelerated filer, which means the market value of the PubCo Class A Ordinary Shares that is held by non-affiliates equals or exceeds US$700 million as of the last business day of its most recently completed second fiscal quarter; and (2) the date on which the PubCo has issued more than US$1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Foreign Private Issuer

Following the Business Combination, PubCo will also be a “foreign private issuer” as defined in the Exchange Act, and will be exempt from certain rules under the Exchange Act that impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act. In addition, PubCo’s officers, directors and principal shareholders will be exempt from the reporting and “short-swing” profit recovery provisions under Section 16 of the Exchange Act. Moreover, PubCo will not be required to file periodic reports and financial statements with the U.S. Securities and Exchange Commission as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.

Controlled Company

Immediately prior to the Initial Merger Effective Time, PubCo’s outstanding share capital will be recapitalized to consist of Class A Ordinary Shares of PubCo, par value $0.0001 per share (the “PubCo Class A Ordinary Shares”)and Class B ordinary shares of PubCo, par value $0.0001 per share (the “PubCo Class B Ordinary Shares”). Weishan Chen, the founder of PubCo, through Green Hydrogen (BVI) Ltd., an entity wholly owned by him, will beneficially own all issued and outstanding PubCo Class B Ordinary Shares. Immediately following the consummation of the Business Combination, those PubCo Class B Ordinary Shares will constitute [25.03]% of PubCo’s total issued and outstanding ordinary shares and [69.58]% of the aggregate voting power of PubCo’s total issued and outstanding ordinary shares, assuming that none of Aquaron’s existing public stockholders elect to have their SPAC Common Stock redeemed for cash in connection with the Business Combination as permitted by Aquaron’s bylaws and that none of Aquaron’s stockholders exercises their dissenters’ rights. Such percentages would be even larger if any public stockholder exercises their redemption rights or dissenters’ rights. Holders of PubCo Class A Ordinary Shares and PubCo Class B Ordinary Shares have the same rights except for voting and conversion rights. Each PubCo Class A Ordinary Share is entitled to one vote, and is not convertible into PubCo Class B Ordinary Shares under any circumstances. Each PubCo Class B Ordinary Share is entitled to ten votes and is convertible into one PubCo Class A Ordinary Share at any time by the holder thereof.

Due to the dual class structure described above, PubCo is, and expects to continue to be a “controlled company” under the Nasdaq Stock Market Listing Rules, and may elect not to comply with certain corporate governance requirements, including the requirement that a majority of its directors be independent, as defined in the Nasdaq Stock Market Listing Rules, and the requirement that the compensation committee and nominating and corporate governance committee consist entirely of independent directors. PubCo currently does not intend to take advantage of these exemptions, subject to application of its home country corporate governance practices. However, we cannot guarantee that this may not change going forward.

Regulatory Approvals

The Business Combination is not subject to any governmental, federal or state regulatory requirement or approval, except for (1) the filings with the PRC government necessary for the consummation of the Reorganization and the Business Combination, and (2) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware necessary to effectuate the Merger, and (3) the filings and registration with the Cayman Islands Registrar of Companies and the payment of the applicable fees under the Cayman Companies Act necessary to effectuate the Business Combination.

PRC Approval

CSRC Approval

On August 8, 2006, six PRC regulatory agencies jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which came into effect on September 8, 2006 and were amended on June 22, 2009. The M&A Rules require that an offshore special purpose vehicle formed for listing purposes through acquisitions of PRC domestic companies or assets and controlled by PRC individuals or entities to obtain the approval of the CSRC prior to overseas listing and trading of such special purpose vehicle’s securities on an overseas stock exchange. While the application of the approval under the M&A Rules remains unclear, based on the opinion of Commerce & Finance Law Offices, the Company’s PRC counsel, the Company believes that the CSRC approval under the M&A Rules would not be required in the context of the Business Combination, because (i) the CSRC currently has not issued any definitive rule or interpretation concerning whether the Business Combination are subject to the M&A Rules; and (ii) when the Company set up its offshore holding structure, the Company was a then existing foreign-invested entity and not a PRC domestic company as defined under the M&A Rules, and the acquisition by Hong Kong Subsidiary of the equity interest in the Company was not subject to the M&A Rules. However, there can be no assurance that the relevant PRC government agencies, including the CSRC, would reach the same conclusion.

On February 17, 2023, the CSRC promulgated the Overseas Listing Trial Measures and circulated five supporting guidelines, which has become effective on March 31, 2023. The Overseas Listing Trial Measures has comprehensively improved and reformed the regulatory regime for overseas offering and listing of PRC domestic companies’ securities and regulate both direct and indirect overseas offering and listing of PRC domestic companies’ securities by adopting a filing-based regulatory regime. According to the Overseas Listing Trial Measures, the Company shall be required to comply with the filing requirements under the Overseas Listing Trial Measures in connection with the Business Combination. In addition, any future securities offerings and listings outside of mainland China by the Company, including, but not limited to, follow-on offerings, secondary listings, and going private transactions, will be subject to the filing requirements with the CSRC under the Overseas Listing Trial Measures. Failure to complete the filing procedure or concealment of any material fact or falsification of any major content by any domestic companies in the filing documents could result in administrative penalties such as order to rectify, warnings, and fines, and certain personnel of such domestic companies, such as their controlling shareholders, actual controllers, the person directly in charge and other directly liable persons, may also be subject to administrative penalties, such as warnings and fines. As advised by Commerce & Finance Law Offices, the Company’s PRC counsel, the Company has been actively collecting necessary disclosure to the CSRC in order to fully comply with necessary filing procedures pursuant to the Overseas Listing Trial Measures, and the Company has submitted a filing with the CSRC with respect to the Business Combination on July 17, 2024. As of the date of this proxy statement/prospectus, the Company has not completed the filing procedures with the CSRC, and other than correspondence with the CSRC in connection with the CSRC filing procedures, the Company has not received any formal inquiry, notice, warning, sanction, or any regulatory objection from the CSRC with respect to this Business Combination. As the Overseas Listing Trial Measures was relatively newly published and there are few precedents for reference with respect to the filing requirements and their implementation, if the filling procedure with the CSRC under the Overseas Listing Trial Measures is required for any future offerings or any other capital raising activities, the Company cannot assure that it will be able to complete the relevant filings in a timely manner or fulfil all the regulatory requirements thereunder. Any failure or perceived failure by the Company to comply with such filing requirements under the Overseas Listing Trial Measures may result in forced rectification, warnings and fines against the Company and could materially hinder its ability to consummate the Business Combination. Aquaron, PubCo, Holdco, the Company and other Acquisition Entities will not consummate the

Business Combination without first completing the CSRC filing and receiving the CSRC approval under the Overseas Listing Trial Measures, even if the securityholders of Aquaron have approved the Business Combination in the extraordinary general meeting. For a more detailed analysis, see “Risk Factors — Risks Related to Doing Business in China — The approval of and filing with the CSRC or other PRC government authorities may be required in connection with this Business Combination under PRC law, and, if so required, we cannot predict whether or when we will be able to obtain such approval or complete such filing, and even if we obtain such approval, it could be rescinded.”

Cybersecurity Review

PRC regulators have been increasingly focused on regulation in areas of data security and data protection and the PRC regulatory requirements regarding cybersecurity are constantly evolving. Various regulatory bodies in China, specifically the CAC, have enforced data privacy and protection laws and regulations with varying and evolving standards and interpretations. The CAC, together with 12 other departments, jointly revised and promulgated the Measures for Cybersecurity Review, or the New Measures for Cybersecurity Review (the “New CAC Measures”), which came into effect on February 15, 2022 and replace the prior Measures for Cybersecurity Review promulgated on April 13, 2020. According to Article 7 of the New CAC Measures, a network platform operator that holds personal information of more than one million users shall report to Cybersecurity Review Office for cybersecurity review when it seeks to list its securities overseas. The Company believes that neither it nor any of its PRC Subsidiaries are network platform operators engaging in data processing activities that affect or may affect national security, nor do the Company control more than one million users’ personal information, and that the Company would not be required to apply for a cybersecurity review for the Business Combination under the New CAC Measures. For a more detailed analysis, see “Risk Factors — Risks Related to Doing Business in China — Any failure to comply with the various applicable PRC laws and regulations related to data security and cybersecurity could affect our offshore listing and lead to liabilities or other regulatory actions, which would have a material and adverse effect on our business operations.”

On February 24, 2023, the CSRC, the Ministry of Finance, the National Administration of State Secrets Protection and the National Archives Administration released the revised Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies (the “Archives Rules”), which became effective on March 31, 2023. The Archives Rules regulate both overseas direct offerings and overseas indirect offerings, providing that, among other things:

•        in relation to the overseas listing activities of PRC enterprises, the PRC enterprises are required to strictly comply with the relevant requirements on confidentiality and archives management, establish a sound confidentiality and archives system, and take necessary measures to implement their confidentiality and archives management responsibilities;

•        during the course of an overseas offering and listing, if a PRC enterprise needs to publicly disclose or provide to securities companies or securities service providers and overseas regulators, any materials that contain relevant state secrets, government work secrets or information that has a sensitive impact (i.e. be detrimental to national security or the public interest if divulged), the PRC enterprise should complete the relevant approval/filing and other regulatory procedures; and

•        working papers produced in the PRC by securities companies and securities service providers, which provide PRC enterprises with securities services during their overseas issuance and listing, should be stored in the PRC, and competent PRC authorities must approve the transmission of all such working papers to recipients outside the PRC.

Any failure or perceived failure by the Company to comply with the Archives Rules and the confidentiality requirements and other PRC laws and regulations may result in the Company being held legally liable by competent authorities.

Business Permits

As of the date of this proxy statement/prospectus, the PRC Subsidiaries have obtained all the requisite licenses and permits from the PRC government authorities for its business operations in the PRC, a list of material licenses, permits and certificates held by Huture Motors are listed below.

However, the licensing requirements in China are constantly evolving, and the PRC Subsidiaries may be subject to more stringent regulatory requirements due to changes in the political or economic policies in the relevant jurisdictions. The Company cannot assure you that the PRC Subsidiaries will be able to satisfy such regulatory requirements, and as a result, the PRC Subsidiaries may be unable to retain, obtain or renew relevant licenses, permits or approvals in the future. If the PRC Subsidiaries (i) do not receive or maintain such permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and the PRC Subsidiaries are required to obtain additional permissions or approvals in the future, the PRC Subsidiaries may have to spend great efforts and expenses to obtain such clearance, otherwise it may be subject to administrative penalties or sanctions, which may materially and adversely affect our business, financial condition and results of operations. For risks relating to licenses and approvals required for the PRC Subsidiaries’ operations in China, see “Risk Factors — If we fail to obtain and maintain the requisite licenses, permits, registrations and filings applicable to our business, or fail to obtain additional licenses, permits, registrations or filings that become necessary as a result of new enactment or promulgation of government policies, laws or regulations or the expansion

of our business, our business and results of operations may be materially and adversely affected.” If the PRC Subsidiaries fail to obtain and maintain the requisite licenses and approvals required under the complex regulatory environment for operating their business in China, financial condition, results of operations and the value of our ordinary shares may be materially and adversely affected, completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.

Cash and Asset Flows through the Organization

Dividend Distribution and Taxation:    In light of the holding company structure, Holdco’s, and following the Business Combination, PubCo’s ability to pay dividends to the shareholders, and to service any debt the Holdco or PubCo may incur, may depend upon dividends paid by the PRC Subsidiaries to PubCo or Holdco, despite that PubCo or Holdco may obtain financing at the holding company level through other methods. However, the PRC Subsidiaries are subject to certain statutory reserve and solvency conditions before they can distribute dividends or make payment to Holdco or PubCo, which, if failed, may restrict their ability to pay dividends or make payment to Holdco or PubCo following the Business Combination. Under PRC laws and regulations, PRC Subsidiaries are permitted to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Furthermore, PRC Subsidiaries are required to make appropriations to certain statutory reserve funds or may make appropriations to certain discretionary funds, which are not distributable as cash dividends except in the event of a solvent liquidation of the companies. The statutory reserve fund requires that annual appropriations of 10% of net after-tax income should be set aside prior to payment of any dividends, until the aggregate amount of such fund reaches 50% of their registered capital. As a result of such restrictions under PRC laws and regulations, PRC Subsidiaries are restricted in their ability to transfer a portion of their net assets to Holdco either in the form of dividends, loans or advances, which restricted portion amounted to US$[] and US$[] as of December 31, 2022 and 2023, respectively. As of the date of this proxy statement/prospectus, none of PubCo, Holdco and its subsidiaries has made any dividends or distributions to their respective shareholder(s), including any U.S. investors, nor do they have any present plan to pay any cash dividends in the foreseeable future. Any determination to pay dividends in the future will be at the discretion of the respective board of Holdco and PubCo. As of the date of this proxy statement/prospectus, none of PubCo, Holdco and its subsidiaries intends to distribute earnings. Holdco and PubCo are not subject to any restrictions under Cayman Islands law on dividend distribution to their shareholders.

Subject to the “passive foreign investment company” rules and following the Business Combination, the gross amount of any distribution that PubCo makes to a U.S. Holder (as defined in “Proposal No. 2 The Redomestication Proposal — Material U.S. Federal Income Tax Considerations”) with respect to the PubCo Ordinary Shares (including any amounts withheld to reflect PRC withholding taxes) will be taxable as a dividend for U.S. federal income tax purposes, to the extent paid out of PubCo’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Because PubCo may not calculate earnings and profits in accordance with U.S. federal income tax principles, a U.S. Holder should expect to generally treat any distributions PubCo makes as dividends.

Foreign Exchange Restriction:    Following the Business Combination, PubCo and its subsidiaries are subject to restrictions on foreign exchange and their ability to transfer cash between entities, across borders, and to U.S. investors. Under existing foreign exchange regulations in mainland China, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval of SAFE, by complying with certain procedural requirements. However, approval from or registration with appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of mainland China to pay capital expenses such as the repayment of loans denominated in foreign currencies. Similar to many other jurisdictions that have foreign exchange control, the PRC government enacts laws and regulations on the convertibility of RMB into foreign currencies and the remittance of funds out of China, which may restrict the transfer of cash between PubCo, its subsidiaries, or the investors following the Business Combination.

Under PRC laws and regulations, the PRC Subsidiaries are subject to certain restrictions with respect to payment of dividends or otherwise transfers of any of their net assets to us. Remittance of dividends by the PRC Subsidiaries out of China is also subject to certain procedures with the banks designated by SAFE. These restrictions are benchmarked against the paid-up capital and the statutory reserve funds of the PRC Subsidiaries. While there are currently no such restrictions on foreign exchange and our ability to transfer cash or assets between PubCo and the Hong Kong Subsidiary following the Business Combination, if certain PRC laws and regulations, including existing

laws and regulations and those enacted or promulgated in the future were to become applicable to the Hong Kong Subsidiary in the future, and to the extent our cash or assets are in Hong Kong or a Hong Kong entity, such funds or assets may not be available due to interventions in or the imposition of restrictions and limitations on our ability to transfer funds or assets by the PRC government. Furthermore, there can be no assurance that the PRC government will not intervene or impose restrictions on PubCo and its subsidiaries to transfer or distribute cash within the organization following the Business Combination, which could result in an inability of or prohibition on making transfers or distributions to entities outside of mainland China and Hong Kong. See “Risk Factors — Risks Related to Doing Business in China — We may not be able to obtain certain benefits under relevant tax treaty on dividends paid by our mainland China subsidiaries to us through our Hong Kong subsidiary.”

Transfer of Cash and Assets:    Following the Business Combination, cash will be transferred among PubCo and the PRC Subsidiaries in the following manners: (i) funds may be transferred to the PRC Subsidiaries, from PubCo as needed through Holdco, BVI Subsidiary and Hong Kong Subsidiary in the form of capital contributions or shareholder loans, as the case may be; (ii) dividends or other distributions may be paid by the PRC Subsidiaries, to PubCo through Hong Kong Subsidiary, BVI Subsidiary and Holdco. As a holding company, PubCo may rely on dividends and other distributions on equity paid by the PRC Subsidiaries. If any of the PRC Subsidiaries incur debt on its own behalf in the future, the instruments governing such debt may restrict its ability to pay dividends to PubCo. Current PRC regulations permit PRC Subsidiaries to pay dividends to PubCo through the Hong Kong Subsidiary only out of their accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. PubCo is permitted under the laws of Cayman Islands to provide funding to its subsidiaries in mainland China, British Virgin Islands and Hong Kong through loans or capital contributions without restrictions on the amount of the funds. Each of Hong Kong Subsidiary and BVI Subsidiary is also permitted under the laws of Hong Kong SAR and British Virgin Islands, respectively, to provide funding to PubCo through dividend distributions without restrictions on the amount of the funds. As of the date of this proxy statement/prospectus, there has not been any funds transferred from the Holdco, BVI Subsidiary or Hong Kong Subsidiary to the PRC Subsidiaries. In the future, however, cash proceeds raised from overseas financing activities, including the Business Combination, may be transferred by PubCo to PRC Subsidiaries via capital contribution or shareholder loans. As of the date of this proxy statement/prospectus, there have not been any such dividends or other distributions from PRC Subsidiaries to the Hong Kong Subsidiary, BVI Subsidiary, Holdco or Holdco’s shareholders outside of China.

Summary of Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 57. Such risks include, but are not limited to:

Risks Related to Huture Motors’ Business and Industry

•        We have a limited operating history and face significant challenges in a fast-developing industry.

•        The business model for the manufacturing and sales of hydrogen-powered vehicles has yet to be tested significantly and any failure to implement our strategic plans would have a material adverse effect on our operating results and business, harm our reputation and could result in substantial liabilities that exceed our resources.

•        We may need to raise additional funds, and these funds may not be available on terms favorable to us or our shareholders or at all when needed.

•        We had negative net cash flows from operating activities in the past and have not been profitable, which may continue in the future.

•        Complex technology and operating systems will need to be developed, both in-house and in coordination with vendors and suppliers, for us to successfully produce and operate our hydrogen-powered vehicles, and there can be no assurance that such systems will be successfully developed.

•        We may be unable to keep up with evolution in vehicle or fuel cell technology as new entrants and existing, larger manufacturers enter the zero-emission transportation space.

Risks Related to Doing Business in China

•        There are uncertainties with respect to the interpretation of the PRC Foreign Investment Law which may impact the validity of our current corporate structure and operations. See “Risk Factors — Risks Related to Doing Business in China — If our industry is subsequently included in the updated foreign-restricted business scope, it may impact the viability of our current corporate structure and operations” on page 66 and “Risk Factors — Risks Related to Doing Business in China — The PRC Foreign Investment Law and its Implementation Rules may be updated from time to time in the future in light of regulatory trends” on page 76.

•        Our business activities are supervised by the PRC government in accordance with applicable laws and regulations, and any regulatory intervention or enforcement action by the proper regulatory authorities could result in a material adverse change in our operations, and cause the value of PubCo’s securities to significantly decline or become worthless and affect PubCo’s ability to offer or continue to offer securities to investors. For details, see “Risk Factors — Risks Related to Doing Business in China — The PRC government has significant authority to exert influence on or intervene the operation of China-based issuers, such as Huture and PubCo at any time following the Business Combination in relation to how we conduct our business, which could result in a material adverse change in our operations and the value of PubCo’s securities.” on page 66, “Risk Factors — Risks Related to Doing Business in China — Changes in China’s economic, social or other conditions or government policies could have a material adverse effect on Huture Motors’, and following the Business Combination, PubCo’s business, results of operations, financial condition, and the value of PubCo’s securities” on page 67, “Risk Factors — Risks Related to Doing Business in China — The approval of and filing with the CSRC or other PRC government authorities may be required in connection with this Business Combination under PRC law, and, if so required, we cannot predict whether or when we will be able to obtain such approval or complete such filing, and even if we obtain such approval, it could be rescinded” on page 69.

•        Similar to conducting business in other foreign jurisdictions outside of the U.S., we face certain risks arising from a foreign legal system, including risks and uncertainties regarding the changes, interpretation and enforcement of laws and the evolving status of rules and regulations in China. As a company with limited operating history, we may not be prepared or capable of complying with the changes in a timely matter. While this may apply to other jurisdictions, changes, application and interpretation of China’s legal system could result in material changes in our business and/or the value of the PubCo securities being offered hereby, or could significantly limit or completely hinder PubCo’s ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. For details, see “Changes, application and interpretation of China’s legal system could result in material changes in our operations and/or the value of the securities we register for sale” on page 68, “Any failure to comply with the various applicable PRC laws and regulations related to data security and cybersecurity could affect our offshore listing and lead to liabilities or other regulatory actions, which would have a material and adverse effect on our business operations” on page 71, “The M&A Rules and certain other PRC regulations establish procedures for certain acquisitions of PRC domestic companies, which could make it difficult for us to pursue growth through acquisitions in China” on page 75, and “The PRC Foreign Investment Law and its Implementation Rules may be updated from time to time in the future in light of regulatory trends” on page 76.

•        If any PRC laws, rules or regulations is amended or new laws, rules or regulations is published, after the completion of the Business Combination, PubCo may need to procure additional permits, authorizations and approvals for its operations, which it may not be able to obtain. Our inability to obtain such permits or authorizations may materially adversely affect its business, financial condition and results of operations. For details, see “Changes, application and interpretation of China’s legal system could result in material changes in our operations and/or the value of the securities we register for sale” on page 68.

•        Following the Business Combination, we may be subject to impact from changes in China’s economic, social or other conditions or government policies, which could have a material adverse effect on our business, results of operations, financial condition, and the value of our securities. For details, see “Risk Factors — Risks Related to Doing Business in China — The PRC government has significant authority to exert influence on or intervene the operation of China-based issuers, such as Huture Motors

and PubCo at any time following the Business Combination in relation to how we conduct our business, which could result in a material adverse change in our operations and the value of PubCo’s securities.” on page 66, and “Risk Factors — Risks Related to Doing Business in China — Changes in China’s economic, social or other conditions or government policies could have a material adverse effect on Huture Motors’, and following the Business Combination, PubCo’s business, results of operations, financial condition, and the value of PubCo’s securities” on page 67.

•        Our business and results of operations may be materially and adversely affected if we fail to obtain and maintain the requisite licenses, permits, registrations and filings that is currently applicable to our business or become necessary as a result of new enactment or promulgation of government policies, laws or regulations or the expansion of our business. For details, see “Risk Factors — Risks Related to Doing Business in China — If we fail to obtain and maintain the requisite licenses, permits, registrations and filings applicable to our business, or fail to obtain additional licenses, permits, registrations or filings that become necessary as a result of new enactment or promulgation of government policies, laws or regulations or the expansion of our business, our business and results of operations may be materially and adversely affected” on page 68.

•        We may be required to obtain approval of or complete filing with the CSRC or other PRC government authorities in connection with this Business Combination under PRC law. If so required, we may not be able to obtain such approval or complete such filing in a timely manner, or at all, and even if we obtain such approval, it could be rescinded. For details, see “Risk Factors — Risks Related to Doing Business in China — The approval of and filing with the CSRC or other PRC government authorities may be required in connection with this Business Combination under PRC law, and, if so required, we cannot predict whether or when we will be able to obtain such approval or complete such filing, and even if we obtain such approval, it could be rescinded” on page 69.

•        If we fail to comply with the various applicable PRC laws and regulations related to data security and cybersecurity, we could be subject to liabilities or other regulatory actions, which would have a material and adverse effect on our offshore listing and business operations. For details, see “Risk Factors — Risks Related to Doing Business in China — Any failure to comply with the various applicable PRC laws and regulations related to data security and cybersecurity could affect our offshore listing and lead to liabilities or other regulatory actions, which would have a material and adverse effect on our business operations” on page 71.

•        Our securities may be delisted under the HFCAA if the PCAOB is unable to inspect or investigate completely the our auditor because of a position taken by an authority in a foreign jurisdiction, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol. For details, see “Our independent registered public accounting firm’s audit documentation related to their audit reports included in this proxy statement/prospectus include audit documentation located in China. PCAOB may not be able to inspect audit documentation located in China and, as such, you may be deprived of the benefits of such inspection which could result in limitations or restrictions to our access to the U.S. capital markets. Our ordinary shares may be delisted under the Holding Foreign Companies Accountable Act (“HFCAA”) after the Business Combination if the PCAOB is unable to adequately inspect audit documentation located in China. The delisting of our ordinary shares or the threat of their being delisted, may have a material adverse impact on our listing and trading in the U.S. and the trading prices of our ordinary shares” on page 74.

Risks Related to PubCo’s Securities Following the Business Combination

•        Currently, there is no public market for PubCo Class A Ordinary Shares. PubCo shareholders cannot be sure that an active trading market will develop for or of the market price of PubCo Class A Ordinary Shares they will receive or that PubCo will successfully obtain authorization for listing on the Nasdaq.

•        Certain judgments obtained against PubCo by PubCo’s shareholders may not be enforceable.

•        PubCo’s share price may be volatile and could decline substantially.

•        The sale or availability for sale of substantial amounts of ordinary shares could adversely affect their market price.

Risks Relating to PubCo Operating as a Public Company

•        If PubCo ceases to qualify as a foreign private issuer, it would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and it would incur significant additional legal, accounting, and other expenses that it would not incur as a foreign private issuer.

•        Because PubCo is a foreign private issuer and is exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if it were a domestic issuer.

•        Although as a Foreign Private Issuer, PubCo is exempt from certain corporate governance standards applicable to US domestic issuers, if PubCo cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq, PubCo’s securities may not be listed or may be delisted, which could negatively impact the price of its securities and your ability to sell them.

•        You may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts may be limited, because PubCo is incorporated under the Cayman Islands law.

•        There exist difficulties with respect to effecting service of legal process in the U.S. against us or our management based on foreign laws, and whether courts in mainland China enforce foreign judgments and accept lawsuits depends on the specific provisions of PRC laws and regulations currently in force or then in effect.

Risks Related to Aquaron and the Business Combination

•        Aquaron’s securities were suspended from trading and delisted from Nasdaq on March 7, 2025, following receipt of a delisting determination letter from Nasdaq on March 6, 2025. This could have significant material adverse consequences on Aquaron and Aquaron’s securities, including that it will negatively impact Aquaron’s ability to complete a business combination, will limit investors’ ability to make transactions in Aquaron’s securities and could subject Aquaron to additional trading restrictions, including the restrictions for trading penny stock.

•        Aquaron will be forced to liquidate the Trust Account if it cannot consummate the Business Combination or an initial business combination.

•        The Insiders and the Sponsor have agreed to vote in favor of the Business Combination Proposal and the other Proposals described in this proxy statement/prospectus, regardless of how Aquaron’s public stockholders vote.

•        If the NTA Requirement Amendment Proposal is approved, PubCo’s failure to meet the initial listing requirements of Nasdaq could result in an inability to list the PubCo Ordinary Shares and the PubCo Warrants on Nasdaq and the continued obligation to comply with the “penny stock” rules and could affect PubCo’s cash position following the Business Combination.

•        Aquaron’s Sponsor, officers and directors have interests in the Business Combination which may be different from or in addition to (and which may conflict with) the interests of its stockholders.

•        Aquaron has incurred and expects to incur significant costs associated with the Business Combination. Whether or not the Business Combination is consummated, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by the Combined Company if the Business Combination is consummated or by Aquaron if the Business Combination is not consummated.

SELECTED HISTORICAL FINANCIAL INFORMATION OF HUTURE MOTORS

The following selected consolidated statements of operations and comprehensive loss data and selected consolidated statements of cash flows data for the years ended December 31, 2023 and 2024 and the selected consolidated balance sheets data as of December 31, 2023 and 2024 have been derived from our audited consolidated financial statements of HUTURE Ltd. included elsewhere in this prospectus. Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results are not necessarily indicative of results expected for future periods. You should read this Selected Historical Financial Information section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

The following table presents our summary of consolidated statements of operations and comprehensive loss for the years indicated.

The following table presents our summary of selected consolidated cash flows for the years indicated.

The following table presents our summary of consolidated balance sheets for the years indicated.

SELECTED HISTORICAL FINANCIAL INFORMATION OF AQUARON

The following tables present the selected financial data of Aquaron. The summary financial data as of December 31, 2024 and 2023 have been derived from Aquaron’s audited financial statements, which are included elsewhere in this proxy statement/prospectus. Aquaron’s historical results for any prior period are not necessarily indicative of results expected in any future period. Aquaron’s financial data as of March 31, 2025 and for the three months ended March 31, 2025 and 2024 has not been audited but has been prepared on a basis consistent with Aquaron’s audited financial statements and include, in its opinion, all adjustments, consisting only of normal recurring adjustments, that the management of Aquaron considers necessary for the fair statement of the financial information set forth in those statements. Aquaron’s historical results for any prior period are not necessarily indicative of results expected in any future period and the results for the three months ended March 31, 2025 or any other interim period are not necessarily indicative of results to be expected for the full year ending December 31, 2025 or any other period.

The financial data set forth below should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Aquaron” and the financial statements and notes thereto included elsewhere in this proxy statement/prospectus.

Selected Balance Sheet Data

Selected Statements of Operations and Comprehensive Loss Data

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION AND COMPARATIVE PER SHARE DATA

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Huture Motors and SPAC adjusted to give effect to the Business Combination and related transactions. It is provided to aid you in your analysis of the financial aspects of the transactions. Defined terms included below have the same meaning as terms defined and included elsewhere in this Registration Statement/Proxy Statement.

The unaudited pro forma condensed combined balance sheet is presented as of December 31, 2024, and the unaudited pro forma condensed combined statements of operations is presented for the year ended December 31, 2024. The unaudited pro forma condensed combined balance sheet as of December  31, 2024, gives pro forma effect to the Transactions as if they had been consummated as of December 31, 2024. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2024, gives pro forma effect to the Transactions as if they had occurred as of January 1, 2024, the beginning of the earliest period presented.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 have been prepared using, and should be read in conjunction with, the following:

•        SPAC’s audited statement of operations for the year ended December 31, 2024 and the related notes, included elsewhere in this Registration Statement/Proxy Statement; and

•        PubCo’s audited statement of operations for the year ended December 31, 2024 and the related notes, included elsewhere in this Registration Statement/Proxy Statement; and

•        Huture Motors’ audited consolidated statement of operations for the year ended December 31, 2024 and the related notes, included elsewhere in this Registration Statement/Proxy Statement.

The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024 have been prepared using, and should be read in conjunction with, the following:

•        SPAC’s audited statement of operations for the year ended December 31, 2024 and the related notes, included elsewhere in this Registration Statement/Proxy Statement; and

•        PubCo’s audited statement of operations for the year ended December 31, 2024 and the related notes, included elsewhere in this Registration Statement/Proxy Statement; and

•        Huture Motors’ audited consolidated statement of operations for the year ended December 31, 2023 and the related notes, included elsewhere in this Registration Statement/Proxy Statement.

The unaudited pro forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the Combined Company will experience. Huture Motors and SPAC have not had any historical relationship prior to the Transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

There is no historical activity with respect to PubCo and Merger Sub accordingly, no adjustments were required with respect to these entities in the pro forma combined financial statements.

The unaudited pro forma condensed combined financial information has been prepared assuming three alternative levels of redemption into cash of SPAC’s ordinary shares:

•        Scenario 1 — No Redemption Scenario: This scenario assumes that there are no SPAC Shareholders exercise redemption rights with respect to their SPAC Public Shares in connection with the Business Combination; As of March 31, 2025, there were 805,352 SPAC Public Shares issued and outstanding. In connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal at the Annual Meeting, on May 6, 2025, holders of 697,365 SPAC Public Shares elected to redeem their SPAC Public Shares for cash.

•        Scenario 2 — Intermediate Redemption Scenario: This scenario assumes that SPAC Shareholders holding 53,994 SPAC Public Shares, representing 50% of 107,987 SPAC Public Shares remaining outstanding, will exercise redemption rights in connection with the Business Combination; and