UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~November 2322, 2024

HUDSON ACQUISITION I CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-41532		86-2712843
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

19 West 44th Street, Suite 1001
New York, NY		10036
(Address of principal executive offices)		(Zip Code)

(347) 410 4710

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Common Stock and one Right	HUDA U	The Nasdaq Stock Market LLC
Shares of Common Stock, par value $0.0001 per share	HUDA	The Nasdaq Stock Market LLC
Rights, each to receive one-fifth (1/5) of a share of Common Stock	HUDA R	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 37.01. ~~Notice~~Regulation ofFD ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.~~Disclosure

On ~~July~~November 2322, ~~2024~~2023, Hudson Acquisition I Corp., ~~(the~~a ~~“Company”) received~~Delaware ~~notice~~corporation ~~from The NASDAQ Stock Market~~ (“~~Nasdaq~~HUDA”), ~~that~~issued ~~its~~a ~~securities~~press ~~will~~release beannouncing ~~delisted~~the ~~from~~execution ~~The~~of ~~Nasdaq~~a ~~Global~~Business ~~Market.~~Combination OnAgreement ~~December~~(the ~~15,~~“Business ~~2023,~~Combination ~~the~~Agreement”) ~~staff~~providing offor ~~Nasdaq~~the business combination (the “~~Staff~~Business Combination”) ~~notified~~of ~~the~~HUDA ~~Company~~and ~~that~~Aiways ~~the~~Automobile ~~market~~Europe ~~value~~GmbH, ofa ~~its~~German ~~listed~~limited ~~securities had~~liability ~~been~~company ~~below~~engaged in the ~~minimum~~business ~~$50,000,000~~of ~~required~~developing electric ~~for~~powered ~~continued~~vehicles ~~listing~~and asvehicle ~~set~~(“Aiways”). ~~forth~~Pursuant into ~~Listing~~the ~~Rule~~Business ~~5450(b)(2)(A)~~Combination ~~(the~~Agreement, ~~“Rule”)~~each of HUDA and Aiways ~~for~~will ~~the~~merge ~~previous~~with 30newly ~~consecutive~~formed ~~trading~~subsidiaries ~~days.1~~of ~~Therefore~~EUROEV Holdings Limited, ina ~~accordance~~British ~~with~~Virgin ~~Listing~~Islands ~~Rule~~company ~~5810~~(c“Pubco”)~~(3)(C)~~, which ~~the~~will ~~Company~~serve ~~was~~as ~~provided~~the ~~180 calendar~~parent ~~days,~~company orof ~~until~~each ~~June~~of ~~12,~~HUDA ~~2024,~~and toAiways ~~regain~~following ~~compliance~~the ~~with~~consummation of the ~~Rule~~Business Combination. ~~However,~~A copy of the press ~~Company~~release ~~did~~is ~~not~~attached ~~regain~~hereto ~~compliance~~as ~~with~~Exhibit ~~the~~99.1 ~~Rule~~and incorporated herein by reference.

InForward-Looking addition, based on the Staff’s review of the Company’s Definitive Proxy Statement filed June 24, 2024, the Staff determined that the Company does not comply Listing Rule 5450(b)(2)(A), requiring a minimum 1,100,000 Publicly Held Shares, and Listing Rule 5450(b)(2)(C), requiring a minimum of $15 million Market Value of Publicly Held Shares requirement. While companies are normally afforded compliance periods or the ability to submit a plan of compliance in order to be granted time to regain compliance, the Staff has determined to apply more stringent criteria as permitted under Listing Rule 5101 to delist the Company’s securities from The Nasdaq Global Market.Statements

~~Additionally,~~The information in this Current Report on ~~July~~Form 238-K includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “estimate,” ~~2024~~“plan,” ~~Nasdaq~~“project,” ~~determined~~“forecast,” “intend,” “may,” “will,” “expect,” “continue,” “should,” “would,” “anticipate,” “believe,” “seek,” “target,” “predict,” “potential,” “seem,” “future,” “outlook” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include, but are not limited to, ~~halt~~statements ~~trading~~regarding inestimates and forecasts of financial and performance metrics and projections of market opportunity and market share; references with respect to the ~~Company~~anticipated benefits of the proposed Business Combination and the projected future financial performance of HUDA and Aiways’s ~~securities.~~operating ~~The~~companies ~~Staff~~following the proposed Business Combination; changes in the market for Aiways’s products ~~determination~~and isservices ~~based~~and onexpansion plans and opportunities; Aiways’s ability to successfully execute its expansion plans and business initiatives; ability for Aiways to raise funds to support its business; the ~~fact~~sources ~~that~~and uses of cash of the ~~Company~~proposed ~~fails~~Business Combination; the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed Business Combination; the projected technological developments of Aiways and its competitors; ability of Aiways to ~~comply~~control costs associated with ~~multiple~~operations; the ~~requirements~~ability to manufacture efficiently at scale; anticipated investments in research and development and the effect of these investments ~~for~~and ~~continued~~timing ~~listing~~related to commercial product launches; and expectations related to the terms and timing of the proposed Business Combination. These statements are based on various assumptions, whether or not identified in this press release, and on the ~~Nasdaq~~current ~~Global~~expectations ~~Market~~of Aiways’s and HUDA’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by ~~significant~~any ~~margins~~investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Aiways and HUDA. These forward-looking statements are subject to a number of risks and uncertainties, including the occurrence of any event, change or other circumstances that could ~~make~~give rise to the ~~continued~~termination of the Business Combination Agreement; the risk that the Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein; the inability to recognize the anticipated benefits of the Business Combination; the ability to obtain or maintain the listing of the Pubco’s securities on The Nasdaq ~~inadvisable~~Stock Market, following the Business Combination, including having the requisite number of shareholders; costs related to the Business Combination; changes in domestic and foreign business, market, financial, political and legal conditions; risks relating to the uncertainty of certain projected financial information with respect to Aiways; Aiways’s ability to successfully and timely develop, manufacture, sell and expand its technology and products, including implement its growth strategy; Aiways’s ability to adequately manage any supply chain risks, including the purchase of a sufficient supply of critical components incorporated into its product offerings; risks relating to Aiways’s operations and business, including information technology and cybersecurity risks, failure to adequately forecast supply and demand, loss of key customers and deterioration in relationships between Aiways and its employees; Aiways’s ability to successfully collaborate with business partners; demand for Aiways’s current and future offerings; risks that orders that have been placed for Aiways’s products are cancelled or ~~unwarranted~~modified; risks related to increased competition; risks relating to potential disruption in the transportation and shipping infrastructure, including trade policies and export controls; risks that Aiways is unable to secure or protect its intellectual property; risks of product liability or regulatory lawsuits relating to Aiways’s products and services; risks that the post-combination company experiences difficulties managing its growth and expanding operations; the uncertain effects of the COVID-19 pandemic and certain geopolitical developments; the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required shareholder or regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination; the outcome of any legal proceedings that may be instituted against Aiways, HUDA, Pubco or others following announcement of the proposed Business Combination and transactions contemplated thereby; the ability of Aiways to execute its business model, including market acceptance of its planned products and services and achieving sufficient production volumes at acceptable quality levels and prices; technological improvements by Aiways’s peers and competitors; and those risk factors discussed in documents of Pubco and HUDA filed, or to be filed, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither HUDA nor Aiways presently know or that HUDA and Aiways currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect HUDA’s, Pubco’s and Aiways’s expectations, plans or forecasts of future events and views as of the date of this press release. HUDA, Pubco and Aiways anticipate that subsequent events and developments will cause HUDA’s, Pubco’s and Aiways’s assessments to change. However, while HUDA, Pubco and Aiways may elect to update these forward-looking statements at some point in the future, HUDA, Pubco and Aiways specifically disclaim any obligation to do so. Readers are referred to the most recent reports filed with the SEC by HUDA. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

~~According to the Definitive Proxy Statement, the Company’s Publicly Held Shares was approximately 105,000 shares, and as a result, the Staff determined that the Company no longer complies with the~~ 1,100,000 minimum Publicly Held Shares requirement and the minimum $15 million Market Value of Publicly Held Shares requirement. The Staff determined that as of July 22, 2024, the Company’s Market Value of Listed Securities was $23,828,956, its Market Value of Publicly Held Shares was $1.3 million, and it had 105,000 Publicly Held Shares. Additionally, the Company does not comply with either of the alternatives requirements for continued listing on the Nasdaq Global Market under Listing Rules 5450(b)(1) or 5450(b)(3), or the requirement for continued listing on the Nasdaq Capital Market under Listing Rule 5550.

~~Additionally,~~Additional the Staff has concerns that the Company may also no longer comply with the minimum 400 Total Holders requirement of Listing Rule 5450(a)(2) due to the substantial number of shareholder redemptions and low number of shares remaining outstanding. This matter serves as an additional and separate basis for delisting.Information

~~Finally,~~Pubco ~~the~~intends ~~Company~~to ~~has~~file ~~failed~~with the toSEC ~~timely~~a ~~file~~Registration ~~its~~Statement on Form 10F-K4 ~~for~~(as may be amended, the “Registration Statement”), which will include ~~year~~a ~~ended~~preliminary ~~December~~proxy 31statement of HUDA and a prospectus in connection with the proposed Business Combination involving HUDA, ~~2023~~Pubco, and Aiways ~~its~~pursuant ~~Form~~to ~~10-Q~~the Business Combination Agreement. The definitive proxy statement and other relevant documents will be mailed to shareholders of HUDA as of a record date to be established for voting on HUDA’s proposed Business Combination with Aiways. SHAREHOLDERS OF HUDA AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT IN CONNECTION WITH HUDA’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HUDA, AIWAYS, PUBCO AND THE BUSINESS COMBINATION. Shareholders will also be able to obtain copies of the ~~period~~Registration ~~ended~~Statement ~~March~~and 31the proxy statement/prospectus, ~~2024~~without charge, asonce available, ~~required~~on the SEC’s website at www.sec.gov or by ~~Listing~~directing ~~Rule~~a ~~5250(~~request to HUDA by contacting its Chief Executive Officer, Warren Wang, c~~)(1)~~/o Hudson Acquisition I Corp., ~~Accordingly~~19 West 44th Street, ~~these~~ ~~matters~~Suite ~~each~~1001, ~~serve~~New asYork, ~~additional~~NY ~~and~~10036, ~~separate~~at ~~basis~~347-410-4710 ~~for~~or ~~delisting~~at warrenwang99@gmail.com.

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

~~Accordingly~~Pubco, ~~the~~HUDA, ~~Staff~~Aiways, ~~has~~and ~~determined~~their respective ~~that~~directors ~~the~~and ~~Company’s~~executive ~~securities will~~officers may be ~~delisted~~deemed ~~from~~to ~~The~~be ~~Nasdaq~~participants ~~Global~~in ~~Market.~~the Insolicitation ~~that~~of ~~regard,~~proxies ~~unless~~from the ~~Company~~shareholders ~~requests~~of anHUDA in ~~appeal~~connection ofwith ~~this~~the ~~determination~~Business byCombination. ~~July~~Information ~~30, 2024,~~regarding asthe ~~described~~officers ~~below,~~and ~~trading~~directors of ~~the~~HUDA ~~Company~~is set forth in HUDA’s ~~ordinary~~information statement ~~shares,~~on ~~warrants,~~Form ~~and~~10-K ~~units~~which ~~will~~was befiled ~~suspended~~with at the ~~opening~~SEC ~~of business~~ on ~~August~~July 123, 2024,. ~~and~~Additional ainformation ~~Form~~regarding ~~25-NSE~~the interests of such potential participants will also be ~~filed~~included ~~with~~in the ~~Securities~~Registration ~~and~~Statement ~~Exchange~~on ~~Commission~~Form F-4 (~~the~~and ~~“SEC”),~~will ~~which~~be ~~will~~included ~~remove~~ in the ~~Company’s~~definitive ~~securities~~proxy ~~from~~statement/prospectus for ~~listing~~the Business Combination) and ~~registration~~other onrelevant ~~The~~documents ~~Nasdaq~~filed ~~Stock~~with ~~Market~~the SEC.

1No Offer Or Solicitation

~~The~~This ~~Company~~Current ~~may~~Report ~~appeal~~on ~~the~~Form 8-K ~~Staff’s~~is ~~determination~~for toinformational apurposes ~~Hearings Panel,~~only ~~pursuant~~and todoes ~~the~~not ~~procedures~~constitute ~~set~~an ~~forth~~offer into sell or the ~~Nasdaq~~solicitation ~~Listing~~of ~~Rule~~an ~~5800~~offer ~~Series.~~to ~~Hearings~~buy ~~are~~any ~~typically~~securities, nor ~~scheduled~~shall tothere ~~occur~~be ~~approximately 30-45~~any ~~days~~sale ~~after~~of ~~the~~securities ~~date~~in ofany jurisdiction in which the ~~hearing~~offer, ~~request.~~solicitation Aor ~~request~~sale ~~for~~would abe ~~hearing~~unlawful ~~regarding~~prior ato ~~delinquent~~the registration ~~filing~~or ~~will~~qualification ~~stay~~under the ~~suspension~~securities laws of ~~the Company’s~~any such jurisdiction. No offering of securities ~~only~~shall ~~for~~be amade ~~period~~except by means of 15a ~~days~~prospectus ~~from~~meeting the ~~date~~requirements of Section 10 of the ~~request~~Securities Act of 1933, as amended.

When the Company requests a hearing, it may also request a stay of the suspension, pending the hearing. The request should include an explanation of why an extended stay is appropriate. A Panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable but in any event no later than 15 calendar days following the deadline to request the hearing.2

~~Requests~~Item ~~for a hearing and for an extended stay should be submitted electronically through Nasdaq’s Listing Center, and must be received no later than 4:00 Eastern Time on June 30, 2024~~9.01. IfFinancial aStatements ~~request is not received by that date~~ and ~~time, trading in the Company’s shares will be suspended on the second business day following the deadline~~Exhibits. ~~The request for a hearing should be accompanied by confirmation of a wire transfer of the fee for a hearing. The fee for a hearing is $20,000.~~

~~The~~(d) ~~Company has requested a hearing and has paid the fee for the hearing. The company has secured the filing date for August 22, 2024 from Nasdaq.~~Exhibits

ITEM 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release dated November 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~(d) Exhibits~~3

Exhibit No.		Description
99.1		Press Release dated July 26, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

2Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

~~SIGNATURE~~Dated: November 22, 2024

~~Pursuant to~~HUDSON ~~the~~ACQUISITION ~~requirements~~I ofCORP. ~~the~~By: ~~Securities~~/s/ ~~Exchange~~Warren ~~Act~~Wang ofName: ~~1934,~~Warren ~~the~~Wang ~~registrant~~Title ~~has~~Chief ~~duly~~Executive ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Officer

~~Dated: July 26, 2024~~4

HUDSON ACQUISITION I CORP. By: /s/ Warren Wang Name: Warren Wang Title Chief Executive Officer

Filing Compare · Hudson Acquisition I Corp.