NEW YORK, March 31, 2023 (GLOBE NEWSWIRE) -- Hudson Acquisition I Corp. (the "Company" or "Hudson") (Nasdaq: HUDA), today announced that it has entered into a letter of intent (the “LOI”) with a target company (the “Target Company”) for a potential business combination (the “Acquisition”). The LOI is not a binding agreement, and it outlines the preliminary terms of the Acquisition and the transactions contemplated herein. The Target Company is a pre-clinical-stage biotechnology company focused on developing intranasal preventives for major disease-causing respiratory viruses.
Pursuant to the terms and conditions of the LOI, Hudson and the Target Company intend to enter into a definitive agreement pursuant to which Hudson and the Target Company would combine. As a condition to the Target Company closing the Acquisition, the then Board of Directors and executive officers of the Company will appoint new members of the Board of Directors and new executive officers to replace them, as designated in writing by the Target Company, and resign simultaneously. The completion of the Acquisition is subject to the completion of due diligence to each of the Hudson and the Target Company’s satisfaction, the negotiation of a definitive agreement providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the board and stockholders of both Hudson and the Target Company, and satisfaction of the conditions contained therein, including (i) between the date of the signing of this LOI and the Closing, the business of Hudson shall be run in the ordinary course, and in a manner consistent with past practices, (ii) no material change in the business, financial condition or capitalization of Hudson shall have occurred between the date of this LOI and Closing other than as required herein or in the definitive agreement or as agreed upon by the Parties and (iii) Hudson shall have received and delivered to the Target Company information as may be necessary for any filings required to be made by the Target Company in connection with the Acquisition.
Accordingly, no assurances can be made by either party that the parties will successfully negotiate and enter into a definitive agreement, or that the proposed transaction will be consummated on the terms or timeframe currently contemplated, or at all.
Additional Information and Where to Find It
If a legally binding definitive agreement with respect to the proposed business combination is executed, Hudson intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus (a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to Hudson’s stockholders as of a record date to be established for voting on the proposed transaction. Stockholders will also be able to obtain copies of the Proxy Statement/Prospectus, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Hudson Acquisition I Corp., 19 West 44th Street, Suite 1001, New York 10036.
This communication may be deemed to be offering or solicitation material in respect of the proposed transaction, which will be submitted to the stockholders of Hudson for their consideration. Hudson urges investors, stockholders and other interested persons to carefully read, when available, the preliminary and definitive Proxy Statement/Prospectus as well as other documents filed with the SEC (including any amendments or supplements to the Proxy Statement/Prospectus, as applicable), in each case, before making any investment or voting decision with respect to the proposed transaction, because these documents will contain important information about Hudson, the Target and the proposed transaction.
Participants in the Solicitation
Hudson and its directors and executive officers may be considered participants in the solicitation of proxies with respect to the proposed transaction described herein under the rules of the SEC.
No Offer or Solicitation
This release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of any business combination. This release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
About Hudson Acquisition I Corp.
Hudson Acquisition I Corp. is a Delaware corporation incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. The Company's efforts to identify a prospective target business will not be limited to a particular industry or geographic region except that the Company will not consummate an initial business combination with any entity being based in or having the majority of its operations in China (including Hong Kong and Macau). The Company affirmatively excludes as an initial business combination with a target company of which financial statements are audited by an accounting firm that the United States Public Company Accounting Oversight Board is unable to inspect for two consecutive years beginning in 2021.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including the search for an initial business combination, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. No assurance can be given that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement for the offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company's expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as may be required by law.
Company Contact
Hudson Acquisition I Corp.
Jiang Hui
Telephone: +1(347) 205-3126
Investor and Media Contact
International Elite Capital Inc.
Annabelle Zhang
Telephone: +1(646) 866-7989
Email: annabelle@iecapitalusa.com
