UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 ANNUAL REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 or

 TRANSITION REPORT UNDER SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____________ to
________________

 Commission file number: 001-41470

 (Exact name of registrant as specified in its charter)

 Delaware

 86-2760193

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 c/o Aquaron Investments LLC
 515 Madison Avenue, 8th Floor
 New York, NY 10022
 (646) 970 2181

 10022

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (646) 970 2181

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

 Title of Each Class

 Trading Symbol

 Name of Each Exchange on Which
 Registered

 Units, each consisting of one share of common stock and one right to receive one-fifth (1/5) of a share of common stock

 AQUNU

 The Nasdaq Stock Market LLC

 Common stock, par value $0.0001 per share

 AQU

 The Nasdaq Stock Market LLC

 Rights

 AQUNR

 The Nasdaq Stock Market LLC

 Securities registered pursuant to Section 12(g)
of the Act: None.

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes No

has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
 No

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company,"
and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 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.

has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 On June 28, 2024, the aggregate market value of
the registrant's shares of common stock held by non-affiliates of the registrant was $ 8,770,283.28.

 The number of shares outstanding of the registrant's
shares of common stock as of April 15, 2025 was 2,428,412.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 Annual Report on Form 10-K for the Fiscal Year
Ended December 31, 2024

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 [RESERVED]

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 9C.

 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM 16.

 FORM 10-K SUMMARY

 i

 FORWARD LOOKING STATEMENTS

 This Annual Report on Form 10-K contains forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and Section 21E of the Securities Exchange
Act of 1934, or the Exchange Act. The statements contained in this report that are not purely historical are forward-looking statements.
Our forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes,
beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipates,"
"believe," "continue," "could," "estimate," "expect," "intend,"
"may," "might," "plan," "possible," "potential," "predict," "project,"
"should," "would" and similar expressions may identify forward-looking statements, but the absence of these words
does not mean that a statement is not forward-looking. Forward-looking statements in this report may include, for example, statements
about our:

 ability to complete our initial business combination;

 success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

 officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

 potential ability to obtain additional financing to complete our initial business combination;

 pool of prospective target businesses;

 the ability of our officers and directors to generate a number of potential investment opportunities;

 potential change in control if we acquire one or more target businesses for stock;

 the potential liquidity and trading of our securities;

 the lack of a market for our securities;

 use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

 financial performance following our initial public offering.

 The forward-looking statements contained in this
report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be
no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a
number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance
to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include,
but are not limited to, those factors described under the heading "Risk Factors." Should one or more of these risks or uncertainties
materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these
forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws and/or if and when management knows
or has a reasonable basis on which to conclude that previously disclosed projections are no longer reasonably attainable.

 ii

 PART
I

 ITEM 1. BUSINESS

 In this Annual Report on Form 10-K (the
"Form 10-K"), references to the "Company" and "Aquaron" and to "we,"
"us," and "our" refer to Aquaron Acquisition Corp.

 Introduction

 Aquaron Acquisition Corp. is a blank check company
formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses or entities. Our efforts to identify a target business will not be limited
to a particular industry or geographic region, although we intend to focus on operating businesses in the new energy sector. We affirmatively
exclude as an initial business combination target any company of which financial statements are audited by an accounting firm that the
United States Public Company Accounting Oversight Board ("PCAOB") is unable to inspect for two consecutive years beginning
in 2021 and any target company with China operations consolidated through a variable interest entity (the "VIE") structure.

 On October 6, 2022, we completed our initial public
offering ("IPO") of 5,000,000 units at an offering price of $10.00 per unit (the "Public Units'), generating gross
proceeds of $50,000,000. Simultaneously with the IPO, the Company sold to its Sponsor (as defined below) 256,250 units at $10.00 per unit
(the "Private Units") in a private placement generating total gross proceeds of $2,562,500.

 We granted the underwriter a 45-day option to
purchase up to an additional 750,000 units at the IPO price to cover over-allotments, if any. On October 14, 2022, the underwriters partially
exercised the over-allotment option to purchase 417,180 units ("Over-Allotment Option Units") at $10.00 per unit generating
total gross proceeds of $4,171,800. Simultaneously with the sale of the Over-Allotment Option Units, we consummated the private placement
of an additional 12,515 Private Units generating gross proceeds of $125,154.

 A total of $54,984,377 of the net proceeds from
the sale of the units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October 6, 2022 and October
14, 2022, were deposited in a trust account with Continental Stock Transfer & Trust Company acting as trustee.

 All of the proceeds we receive from these purchases
have been placed in the trust account described above and, together with the interests earned on the funds held in the trust account and
except for payment of our franchise and income taxes if any, shall not be released to us until the earlier of the completion of our initial
business combination and our redemption of the shares of common stock sold in the IPO upon our failure to consummate a business combination
within the required period. We are not permitted to use the proceeds placed in the trust account and the interests earned thereon to pay
any excise taxes or any other similar fees or taxes in nature that may be imposed on the company pursuant to any current, pending or future
rules or laws, including without limitation any excise tax due imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) on
any redemptions or stock buybacks by the Company.

 With these exceptions, expenses incurred by us
may be paid prior to a business combination only from the net proceeds of our IPO not held in the trust account; provided, however, that
in order to meet our working capital needs following the consummation of our IPO, if the funds not held in the trust account are insufficient,
our insiders, officers and directors or their affiliates may, but are not obligated to, loan us 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 our initial business combination, without interest, or, at the lender's discretion, up to $600,000
of the notes may be converted upon consummation of our business combination into 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 common stock (which includes 12,000 shares of common
stock issuable upon exercise of rights). If we do 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.

 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 December 31, 2024, which remains
unchanged as of the date of this Form 10-K.

 On June 28, 2023, the Company held a special meeting
of stockholders, at which the Company's stockholders approved (i) an amendment to the Company'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 the Company and Continental Stock Transfer & Trust Company to allow the Company
to extend the business combination period for a period of 3 months from July 6, 2023 to October 6, 2023, plus an option for the Company
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. In connection
with the stockholders' vote at the special meeting, an aggregate of 2,487,090 shares with redemption value of approximately $25,943,773
(or $10.43 per share) of the Company's common stock were tendered for redemption.

 Later on April 30, 2024, the Company held an annual
stockholder meeting, at which the Company's stockholders approved (i) an amendment to the Company'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 28, 2023,
by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the Business Combination
Period for up to twelve months on a monthly basis from May 6, 2024 to May 6, 2025 by depositing into the trust account $20,000 for each
one-month extension. In connection with the stockholders' vote at the annual meeting, an aggregate of 2,124,738 shares with redemption
value of $23,176,909 (or approximately $10.91 per share) of the Company's common stock were tendered for redemption. As of March
31, 2025, there was $9,361,505.81 in the Company's trust account.

 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, the Company 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 Company's trust account in order to extend the amount of time it has available to complete a business combination.
The Bestpath Notes do not bear interest and mature upon closing of a business combination by the Company. In addition, the Bestpath Notes
may be converted by the holder into shares of common stock of the Company identical to the common stock issued in the Company's
IPO at a price of approximately $8.33 per share.

 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, the Company issued unsecured
promissory notes (the "Huture Notes") to Huture (defined below) in nine separate payments of $20,000 each, totaling $180,000
in exchange for Huture depositing these amounts into the Company's trust account in order to extend the amount of time it has available
to complete a business combination. The Huture Notes do not bear interest and mature upon closing of a business combination by the Company.
In addition, the Huture Notes may be converted by the holder into shares of common stock of the Company identical to the common stock
issued in the Company's IPO at a price of approximately $8.33 per share. Aquaron has until May 6, 2025 to complete its initial business
combination.

 Non-compliance with Nasdaq Listing Rules

 On February 28, 2024, we received a written notice
(the "February Notice") from the Listing Qualifications staff (the "Staff") of The Nasdaq Stock Market LLC ("Nasdaq"),
notifying us that the company did not satisfy Listing Rule 5550(a)(3) which requires us to have at least 300 public holders (as defined
in Listing Rule 5005(a)(36)) for continued listing on the Nasdaq Capital Market (the "Minimum Public Holders Rule"). The February
Notice states that we have 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. We later submitted
a plan to regain compliance with the Minimum Public Holders Rule on April 15, 2024. Nasdaq accepted our plan and granted us an extension
of up to 180 calendar days from the date of the February Notice to evidence compliance with the Minimum Public Holders Rule.

 On April 19, 2024, we received a written notice
(the "April Notice") from the Staff, notifying us that the company did not satisfy Listing Rule 5250(c)(1) as a result of
not having timely filed with the U.S. Securities and Exchange Commission ("SEC") its Form 10-K for the year ended December
31, 2023 (the "Form 10-K"). We later filed the Form 10-K on May 3, 2024 and thus regained compliance with the Nasdaq Listing
Rule 5250(c)(1).

 On
May 22, 2024, we received a written notice (the "May Notice") from the Staff, notifying us that the company did not satisfy
Listing Rule 5250(c)(1) as a result of not having timely filed with the SEC its Form 10-Q for the period ended March 31, 2024 (the "Form
10-Q"). We have 60 calendar days from the date of the May Notice, or until July 22, 2024, to submit to Nasdaq a plan to regain compliance
with the Nasdaq Listing Rule 5250(c)(1). We later submitted a plan to Nasdaq and Nasdaq accepted the plan and granted an
exception of up to 180 calendar days from the due date of the filing of the Form 10-Q, or until November 18, 2024, to regain compliance.
We subsequently filed the Form 10-Q on August 1, 2024.

 On August 28, 2024, we received a written notice
(the "Letter") from the Nasdaq indicating that, because the Company has not regained compliance with the Minimum Public Holders
Rule, trading of the Company's common stock would be suspended at the opening of business on September 6, 2024 and a Form 25-NSE
will be filed with the SEC, which will remove the Company's securities (including the units, common stock, and rights) from listing
and registration on Nasdaq, unless the Company requests a hearing to appeal this determination by 4:00 p.m. Eastern Time on September
4, 2024. The Letter also indicates that the Company is delinquent in filing its quarterly report on Form 10-Q for the quarterly period
ended September 30, 2024, which serves as an additional basis for delisting the Company's securities from The Nasdaq Capital Market
in light of the Company's non-compliance with Minimum Public Holders Rule. The Company requested an appeal and stay of the suspension
in accordance with the Letter on September 4, 2024. We subsequently filed the Form 10-Q on September 12, 2024, and received a formal compliance
determination from the Staff on September 27, 2024.

 On November 4, 2024, the Company received a decision
letter from the Nasdaq Hearings Panel ("Panel") granting the Company's request to continue its listing on Nasdaq, subject
to the condition that, on or before February 24, 2025, the Company shall demonstrate compliance with Nasdaq Listing Rule 5505. This decision
follows the Company's hearing before the Panel on October 17, 2024, regarding its non-compliance with Minimum Public Holders Rule.

 On November 20, 2024, the Company received a notice
from the Listing Qualifications Department of Nasdaq stating that the Company failed to maintain a minimum Market Value of Listing Securities
(MVLS) of $35 million for at least 30 consecutive business days, as required by Nasdaq Listing Rule 5550(b)(2) (the "MVLS
Rule"). Nasdaq further stated that in accordance with Listing Rule 5810(c)(3)(C), the Company has a compliance period of 180 calendar
days, or until May 19, 2025, to regain compliance with the MVLS Rule. Nasdaq will deem the Company to have regained compliance if at any
time during this compliance period the Company's MVLS closes at $35 million or more for a minimum of ten consecutive business days.
If the Company does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written
notification that its securities are subject to delisting, and at that time the Company may appeal the delisting determination to a hearing
panel.

 On March 6, 2025, the
Company received a determination letter (the "Delisting Notification") from the Nasdaq stating that the Panel has determined
to delist the Company's common stock from the Nasdaq Capital Market, and Nasdaq will accordingly suspend trading in the Company's
securities, effective at the opening of trading on March 7, 2025, because the Company has not demonstrated compliance with the Rule.

 Pursuant to the Delisting
Notification, the Company has a period of 15 days from the date of the Delisting Notification to submit a written request for a review
of the Panel's delisting determination by the Nasdaq Listing and Hearing Review Council (the "Listing Council"). The
Company determined not to request a review of the delisting determination by the Listing Counsel and expects that a Form 25-NSE will be
filed with the SEC, which would remove the Company's securities from listing and registration on Nasdaq.

 Nasdaq suspended trading in our common stock on
March 7, 2025. Our shares of common stock, units and rights are currently quoted on the over-the-counter trading market under the symbols
"AQUC," "AQUNU" and "AQUNR", respectively.

 Business Combination

 Merger Agreement

 On March 23, 2023, we entered into an Agreement
and Plan of Merger (the "Bestpath Merger Agreement") with 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 an
Agreement and Plan of Merger (as amended from time to time, the "Merger Agreement") with (i) HUTURE Ltd., a Cayman
Islands exempted company ("Huture" or "Holdco"), (ii) HUTURE Group Limited, an exempted company incorporated in Cayman Islands and
a direct wholly-owned subsidiary of Huture ("PubCo"), (iii) Bestpath Merger Sub I Limited, an exempted company
incorporated in Cayman Islands and a direct wholly-owned subsidiary of PubCo ("Merger Sub 1"), and (iv) Bestpath Merger
Sub II Inc., a Delaware corporation and a direct wholly-owned subsidiary of PubCo ("Merger Sub 2" and, together with
PubCo and Merger Sub 1, each an "Acquisition Entity" and collectively, the "Acquisition Entities"). All
capitalized terms used herein and not defined shall have the meanings ascribed to them in the Merger Agreement.

 Pursuant to the Merger Agreement and subject to
the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Huture (the "Initial Merger") whereby
the separate existence of Merger Sub 1 will cease and Huture 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 the Company (the "SPAC Merger", and together with the Initial Merger, the "Mergers"), the separate existence
of Merger Sub 2 will cease and the Company will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of
PubCo.

 The Mergers imply a current equity value of Huture
at $1.0 billion prior to the closing of the Mergers (the "Closing"). As a result of the Mergers, among other things, (i) each
outstanding share in Huture shall automatically be cancelled, and in exchange for the right to receive newly issued ordinary shares in
PubCo ("PubCo Ordinary Shares") at the Company Exchange Ratio; (ii) each outstanding Aquaron unit will be automatically detached;
(iii) each unredeemed outstanding share of Aquaron's common stock will be cancelled in exchange for the right to receive one PubCo
Ordinary Share, (iv) each outstanding Aquaron's Right will be cancelled and cease to exist in exchange for one-fifth (1/5) PubCo
Ordinary Share, and (v) each Aquaron's underwriter's purchase option (the "UPO") will automatically be cancelled
and cease to exist in exchange for one (1) PubCo UPO. Each outstanding PubCo Ordinary Share will have a value at the time of the Closing
of $10.00.

 Following the Closing 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.

 Representations and Warranties

 In the Merger Agreement, Holdco makes certain
representations and warranties (with certain exceptions set forth in Holdco's disclosure schedule) with respect to Holdco (collectively
with its subsidiaries, "Holdco 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 Holdco 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.

 Holdco 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 Merger
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 stockholders of Aquaron and Holdco 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:

 Holdco 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 Holdco;
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 to consummate 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 Holdco, provided that the party seeking to terminate this Merger 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 Merger Agreement by giving notice to the other party.

 Additional Agreements Executed in Connection
with the Agreement

 Huture Voting and Support Agreement

 Concurrently with the execution of the Merger
Agreement, certain shareholders of Huture, representing more than fifty percent (50%) of the equity interests in Huture, have entered
into a voting and support agreement with Huture, 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 Huture voting and support agreement
signed together with the Bestpath Merger Agreement terminated concurrently with the termination of the Bestpath Merger Agreement.

 Sponsor Voting and 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 Holdco 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 stockholders of Aquaron
to provide for the registration of the PubCo Ordinary Shares.

 Financial Advisory Agreement

 According to the financial advisory agreement dated January 17, 2025, between Aquaron and Arbor Lake Investment Limited ("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. 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%.

 U.S. Foreign Investment Regulations

 Our Sponsor, Aquaron Investments LLC, a Delaware
limited liability company, which is controlled by Mr. Yating Wang, a PRC resident and a non-U.S. person, currently owns an aggregate
of 1,578,060 shares of common stock of the Company (including 268,765 shares underlying the Private Units) or 22.41% of our
outstanding shares.

 Controlling or non-controlling investments
in U.S. businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified
industries — including aviation, defense, semiconductors, telecommunications and biotechnology — are subject
to a mandatory filing with the Committee on Foreign Investment in the U.S. ("CFIUS"). In addition, CFIUS is an interagency
committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order
to determine the effect of such transactions on the national security of the United States. Because we may be considered a "foreign
person" under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated
industry or which may affect national security, we could be subject to such foreign ownership restrictions and/or CFIUS review. The scope
of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA") to include certain
non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying
U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments
to mandatory filings. If our potential initial business combination with a U.S. business falls within the scope of foreign ownership
restrictions, we may be unable to consummate a business combination with such business. In addition, if our potential business combination
falls within CFIUS's jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS,
or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial
business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security
concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined
company if we had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS,
may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that
we believe would otherwise be beneficial to us and our stockholders. As a result, the pool of potential targets with which we could complete
an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition
companies which do not have similar foreign ownership issues.

 Moreover, the process of government review, whether
by CFIUS or otherwise, could be lengthy. Because we have only limited time to complete our initial business combination, our failure to
obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may
only receive up to $11.62 per share (based on the trust account balance as of March 31, 2025, including interest and prior to the payment
of taxes), and our rights will expire worthless. This will also cause you to lose any potential investment opportunity in a target company
and the chance of realizing future gains on your investment through any price appreciation in the combined company.

 We are currently contemplating the Mergers with
Huture whose businesses are substantially based in mainland China, and potentially in the future, in other markets outside the U.S. As
a result, we do not expect the Mergers to result in "control" of a "U.S. business" by a "foreign person."
under the CFIUS. Additionally, we do not expect the business of Aquaron to be deemed to have a nexus to "critical technologies,"
"covered investment critical infrastructure," and/or "sensitive personal data" under the regulations administered
by CFIUS. If, however, we decide not to proceed with the Mergers with Huture, or the Mergers is terminated or abandoned and we have
to pursue an alternative business combination, or if we inadvertently concluded about CFIUS or other regulatory review on the Mergers,
the significant ties to non-U.S. persons will impact us in numerous aspects as mentioned above.

 Our Management Team

 Our Chief Execute Officer, Ms. Yi Zhou, co-founded
Ease Consulting in September 2019 and has served as its chief executive officer since then. She is responsible for providing consultancy
services to funds including VC funds that are expanding their limited partner base in the U.S. and other countries and advise on fund-raising.
Our Chief Financial Officer, Mr. Qingze Zhao is currently working at Wang & Partners Consulting where he conducts research at the
corporate strategic level. Our independent directors also have company management experience in both the United States and China. For
example, Ms. Yanyan Lin has been serving as the founder and chief executive officer of Bole Education Consulting Inc., a Maryland incorporated
education consulting company, since July 2014. Mr. Yang Wang was a partner at Cowin Capital from February 2011 to March 2021, where he
focused on various transactions predominantly in the healthcare sector. Mr. Xiaoming Ma has experience in delivering concrete business
plans and executing such plans in the European renewable energy industry.

 We believe that:

 our team's networks and relationships from sourcing, evaluating, due diligence, and executing transactions will provide us with a significant pipeline of opportunities;

 our team's unique background and experience in completing a variety of large-scale domestic and cross-border transactions between the U.S. and Asia will be attractive to leading Asia based companies; and

 our team's extensive operational and investment management experience will enable a highly focused approach to idea generation, analysis and transaction execution.

 However, none of our management team is obligated
to remain with the Company after an acquisition transaction, and we cannot provide assurance that the resignation or retention of our
current management will be a term or condition in any agreement relating to an acquisition transaction. Moreover, despite the competitive
advantages we believe we have, we remain subject to significant competition with respect to identifying and executing an acquisition transaction.

 Effecting Our Initial Business Combination

 General

 We are not presently engaged in, and we will not
engage in, any substantive commercial business for an indefinite period of time following the IPO. We intend to utilize cash derived from
the proceeds of the IPO and the private placement of Private Units, our capital stock, debt or a combination of these in effecting our
initial business combination. Although substantially all of the net proceeds of the IPO and the private placement of Private Units are
intended to be applied generally toward effecting a business combination as described in our IPO prospectus, the proceeds are not otherwise
being designated for any more specific purposes. Accordingly, investors in the IPO are investing without first having an opportunity to
evaluate the specific merits or risks of any one or more business combinations. Our initial business combination may involve the acquisition
of, or merger with, a company which does not need substantial additional capital but which desires to establish a public trading market
for its shares. In the alternative, we may seek to consummate a business combination with a company that may be financially unstable or
in its early stages of development or growth. While we may seek to effect simultaneous business combinations with more than one target
business, we will probably have the ability, as a result of our limited resources, to effect only a single business combination.

 Sources of Target Businesses

 At the time of the IPO, we anticipated that target
business candidates will be brought to our attention from various unaffiliated sources, including investment bankers, venture capital
funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community. Target businesses
may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources
may also introduce us to target businesses in which they think we may be interested on an unsolicited basis.

 Our officers and directors, as well as their respective
affiliates, also brought to our attention target business candidates that they became aware of through their business contacts as a result
of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In no event, however, will
any of our existing insiders, special advisors or any entity with which they are affiliated, be paid any finder's fee, consulting
fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination
(regardless of the type of transaction). If we decide to enter into a business combination with a target business that is affiliated with
our insiders, we will do so only if we have obtained an opinion from an independent investment banking firm that the business combination
is fair to our unaffiliated stockholders from a financial point of view.

 Selection of a Target Business and Structuring of Our Initial Business
Combination

 Subject to the limitations that a target business
have a fair market value of at least 80% of the balance in the trust account (excluding any deferred underwriting discounts and commissions
and taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business
combination, as described below in more detail, we will have virtually unrestricted flexibility in identifying and selecting a prospective
acquisition candidate. We did not establish any other specific attributes or criteria (financial or otherwise) for prospective target
businesses. To the extent we effect a business combination with a company or an entity in its early stage of development or growth, including
entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations
of early stage or potential emerging growth companies, which we will disclose to investors in a proxy statement or registration statement
to be filed in connection with the business combination. Although management endeavors to evaluate the risks inherent in a particular
target business, there is no assurance that it will properly ascertain or assess all significant risk factors.

 Fair Market Value of Target Business

 Pursuant to Nasdaq listing rules, our initial
business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the
value of the funds in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income
earned on the trust account), which we refer to as the 80% test, at the time of the execution of a definitive agreement for our initial
business combination, although we may structure a business combination with one or more target businesses whose fair market value significantly
exceeds 80% of the trust account balance. As we are no longer listed on Nasdaq, we will not be required to satisfy the 80% test.

 We have structured the business combination with
Huture so that the post-business combination company in which our public stockholders own shares will own or acquire 100% of the equity
interests in Huture. If we are unable to consummate the business combination with Huture and have to identify another target business
or businesses, we may, however, structure our initial business combination such that the post-business combination company owns less than
100% of such interests or assets of the target business in order to meet certain objectives of the target management team or stockholders
or for other reasons, but we will only complete such business combination if the post-business combination company owns 50% or more of
the outstanding voting securities of the target or otherwise owns a controlling interest in the target sufficient for it not to be required
to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the
post-business combination company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination
may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and
us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares
in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target.
However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business
combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100%
of the equity interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the
portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% test.

 Stockholders May Not Have the Ability to Approve an Initial Business
Combination

 In connection with any proposed business combination,
we will either (1) seek stockholder approval of our initial business combination at a meeting called for such purpose at which public
stockholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed business combination,
into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable) or (2) provide our
public stockholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for
a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net
of taxes payable), in each case subject to the limitations described herein. Notwithstanding the foregoing, our insiders have agreed,
pursuant to written letter agreements with us, not to redeem any public shares held by them into their pro rata share of the aggregate
amount then on deposit in the trust account. If we determine to engage in a tender offer, such tender offer will be structured so that
each stockholder may tender any or all of his, her or its public shares rather than some pro rata portion of his, her or its shares.
The decision as to whether we will seek stockholder approval of a proposed business combination or will allow stockholders to sell their
shares to us in a tender offer will be made by us based on a variety of factors such as the timing of the transaction and whether the
terms of the transaction would otherwise require us to seek stockholder approval. If we so choose and we are legally permitted to do so,
we have the flexibility to avoid a stockholder vote and allow our stockholders to sell their shares pursuant to Rule 13e-4 and Regulation
14E of the Exchange Act which regulate issuer tender offers. In that case, we will file tender offer documents with the SEC which will
contain substantially the same financial and other information about the initial business combination as is required under the SEC's
proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such
consummation and, solely if we seek stockholder approval, a majority of the issued and outstanding shares of common stock voted are voted
in favor of the business combination.

 We chose our net tangible asset threshold of $5,000,001
to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act. However, if we seek to consummate an initial
business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum
amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold
may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares converted
or sold to us) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result,
we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the
applicable time period, if at all. Public stockholders may therefore have to wait until May 6, 2025 (or as further extended if applicable)
in order to be able to receive a pro rata share of the trust account.

 Our insiders and our officers and directors have
agreed (1) to vote any shares of common stock owned by them in favor of any proposed business combination, (2) not to redeem any shares
of common stock in connection with a stockholder vote to approve a proposed initial business combination and (3) not sell any shares of
common stock in any tender offer in connection with a proposed initial business combination. As a result, if we sought stockholder approval
of a proposed transaction, we would not need any of our public shares to be voted in favor of the transaction in order to have such transaction
approved.

 None of our officers, directors, insiders or their
affiliates has indicated any intention to purchase units or shares of common stock in the IPO or from persons in the open market or in
private transactions. However, if we hold a meeting to approve a proposed business combination and a significant number of stockholders
vote, or indicate an intention to vote, against such proposed business combination, our officers, directors, insiders, or their affiliates
could make such purchases in the open market or in private transactions in order to influence the vote. Notwithstanding the foregoing,
our officers, directors, insiders, and their affiliates will not make purchases of common stock if the purchases would violate Section
9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company's stock.

 Tendering share certificates in connection with a tender offer or
redemption rights

 At any meeting called to approve an initial business
combination, public stockholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed business
combination, into their pro rata share of the aggregate amount then on deposit in the trust account, less any taxes then due but
not yet paid. Notwithstanding the foregoing, our insiders have agreed, pursuant to written letter agreements with us, not to redeem any
public shares held by them into their pro rata share of the aggregate amount then on deposit in the trust account. If we hold a
meeting to approve an initial business combination, a holder will always have the ability to vote against a proposed business combination
and not seek redemption of his, her or its shares.

 Alternatively, if we engage in a tender offer,
each public stockholder will be provided the opportunity to sell his, her or its public shares to us in such tender offer. The tender
offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum amount of time we
would need to provide holders to determine whether they want to sell their public shares to us in the tender offer or remain an investor
in our company.

 Our insiders, officers, and directors will not
have redemption rights with respect to any shares of common stock owned by them, directly or indirectly, whether acquired prior to the
IPO or purchased by them in the IPO or in the aftermarket.

 We may also require public stockholders, whether
they are a record holder or hold their shares in "street name," to either tender their certificates (if any) to our transfer
agent or to deliver their shares to the transfer agent electronically using Depository Trust Company's DWAC (Deposit/Withdrawal
At Custodian) System, at the holder's option, at any time at or prior to the vote on the business combination. The proxy solicitation
materials that we will furnish to stockholders in connection with the vote for any proposed business combination will indicate whether
we are requiring stockholders to satisfy such delivery requirements. Accordingly, a stockholder would have from the time our proxy statement
is mailed through the vote on the business combination to deliver his shares if he wishes to seek to exercise his redemption rights. Under
Delaware law and our bylaws, we are required to provide at least 10 days' advance notice of any stockholder meeting, which would
be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. As a result, if we require
public stockholders who wish to redeem their shares of common stock to receive a pro rata portion of the funds in the trust account
to comply with the foregoing delivery requirements, holders may not have sufficient time to receive the notice and deliver their shares
for redemption. Accordingly, investors may not be able to exercise their redemption rights and may be forced to retain our securities
when they otherwise would not want to.

 There is a nominal cost associated with this 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 $45 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would
be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is a requirement
of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require stockholders
seeking to exercise redemption rights to deliver their shares prior to the consummation of the proposed business combination and the proposed
business combination is not consummated, this may result in an increased cost to stockholders.

 Any request to redeem or tender such shares once
made, may be withdrawn at any time up to the vote on the proposed business combination or expiration of the tender offer. Furthermore,
if a holder of a public share delivered his, her or its certificate in connection with an election of their redemption or tender and subsequently
decides prior to the vote on the business combination or the expiration of the tender offer not to elect to exercise such rights, he,
she or it may simply request that the transfer agent return the certificate (physically or electronically).

 If the initial business combination is not approved
or completed for any reason, then our public stockholders who elected to exercise their redemption or tender rights would not be entitled
to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any shares
delivered by public holders.

 Automatic Liquidation of Trust Account if No
Business Combination

 If we do not complete a business combination before
May 6, 2025, without our stockholders' approval of further extension, we 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 100% of the outstanding public
shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and
our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to
provide for claims of creditors and the requirements of other applicable law. In the event that they elected to extend the time to and
deposited the applicable amount of money into trust, the insiders will receive a non-interest bearing, unsecured promissory note equal
to the amount of any such deposit that will not be repaid in the event that we are unable to close a business combination unless there
are funds available outside the trust account to do so. Such notes would either be paid upon consummation of our initial business combination,
or, at the lender's discretion, converted upon consummation of our business combination into additional private units at a price
of $10.00 per unit. Our stockholders have approved the issuance of the private units upon conversion of such notes, to the extent the
holder wishes to so convert such notes at the time of the consummation of our initial business combination. In the event that we receive
notice from our insiders five days prior to the applicable deadline of their intent to effect an extension, we intend to issue a press
release announcing such intention at least three days prior to the applicable deadline. In addition, we intend to issue a press release
the day after the applicable deadline announcing whether or not the funds had been timely deposited. Our insiders and their affiliates
or designees are not obligated to fund the trust account to extend the time for us to complete our initial business combination. To the
extent that some, but not all, of our insiders, decide to extend the period of time to consummate our initial business combination, such
insiders (or their affiliates or designees) may deposit the entire amount required. If we do extend the period of time to consummate our
initial business combination as described above, we would follow the same liquidation procedures described above if we do not complete
a business combination by the end of the extended period. At such time, the rights will expire and holders of rights will receive nothing
upon a liquidation with respect to such rights, and the rights will be worthless.

 Under the Delaware General Corporation Law, stockholders
may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.
The pro rata portion of our trust account distributed to our public stockholders upon the redemption of 100% of our outstanding public
shares in the event we do not complete our initial business combination within the required time period may be considered a liquidation
distribution under Delaware law. If the corporation complies with certain procedures set forth in Section 280 of the Delaware General
Corporation Law intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during
which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims
brought, and an additional 150-day waiting period before any redemptions are made to stockholders, any liability of stockholders with
respect to a redemption is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to
the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

 Furthermore, if the pro rata portion of our trust
account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not complete our initial
business combination within the required time period is not considered a liquidation distribution under Delaware law and such redemption
distribution is deemed to be unlawful, then pursuant to Section 174 of the Delaware General Corporation Law, the statute of limitations
for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of
a liquidation distribution. It is our intention to redeem our public shares as soon as reasonably possible and, therefore, we do not intend
to comply with the above procedures. As such, our stockholders could potentially be liable for any claims to the extent of distributions
received by them (but no more) and any liability of our stockholders may extend well beyond the third anniversary of such date.

 Because we will not be complying with Section
280 of the Delaware General Corporation Law, Section 281(b) of the Delaware General Corporation Law requires us to adopt a plan, based
on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially
brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company, and
our operations will be limited to seeking to complete an initial business combination, the only likely claims to arise would be from our
vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

 We will seek to have all third parties (including
any vendors or other entities we engage after the IPO) and any prospective target businesses enter into valid and enforceable agreements
with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. The underwriters
in the IPO will execute such a waiver agreement.

 As a result, the claims that could be made against
us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore
believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute
the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective
target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver,
we will execute an agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable
basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where
we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such
an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular
expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a
situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver.
There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account.
Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold
to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds
in the trust account to below $10.15 per public share, except as to any claims by a third party who executed a valid and enforceable agreement
with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account and except
as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities
Act. However, the Sponsor may not be able to satisfy its indemnification obligations, as we have not required it to retain any assets
to provide for its indemnification obligations, nor have we taken any further steps to ensure that it will be able to satisfy any indemnification
obligations that arise. Moreover, our Sponsor will not be liable to our public stockholders and instead will only have liability to us.
As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $10.15 due to claims
or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests,
an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us, subject
to our obligations under Delaware law to provide for claims of creditors as described below.

 If we are unable to consummate an initial business
combination and are forced to redeem 100% of our outstanding public shares for a portion of the funds held in the trust account, we anticipate
notifying the trustee of the trust account to begin liquidating such assets promptly after such date and anticipate it will take no more
than 10 business days to effectuate the redemption of our public shares. Our insiders have waived their rights to participate in any redemption
with respect to their insider shares. We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust
account and from the interest income on the balance of the trust account (net income and other tax obligations) that may be released to
us to fund our working capital requirements. If such funds are insufficient, our Sponsor has agreed to pay the funds necessary to complete
such liquidation (currently anticipated to be no more than approximately $50,000) and has agreed not to seek repayment of such expenses.
Each holder of public shares will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest
earned on the funds held in the trust account and not previously released to us or necessary to pay our taxes. The proceeds deposited
in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of public stockholders.

 Our public stockholders shall be entitled to receive
funds from the trust account only in the event of our failure to complete our initial business combination in the required time period
or if the stockholders seek to have us redeem their respective shares of common stock upon a business combination which is actually completed
by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.

 If we are forced to file a bankruptcy case or
an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the trust account could be subject to
applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over
the claims of our stockholders. To the extent any bankruptcy claims deplete the trust account, the per share redemption amount received
by public stockholders may be less than $10.15.

 If, after we distribute the proceeds in the trust
account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not
dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either
a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover
all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our
creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public stockholders
from the trust account prior to addressing the claims of creditors. Claims may be brought against us for these reasons.

 Certificate of Incorporation

 Our certificate of incorporation contains certain
requirements and restrictions relating to the IPO that will apply to us until the consummation of our initial business combination. If
we hold a stockholder vote to amend any provisions of our certificate of incorporation relating to stockholder's rights or pre-business
combination activity (including the substance or timing within which we have to complete a business combination), we will provide our
public stockholders with the opportunity to redeem their shares of common stock upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding public
shares, in connection with any such vote. Our insiders and Chardan Capital Markets, LLC ("Chardan") have agreed to waive any
redemption rights with respect to any insider shares, private shares and any public shares they may hold in connection with any vote to
amend our certificate of incorporation. Specifically, our certificate of incorporation provides, among other things, that:

 prior
to the consummation of our initial business combination, we shall either (1) seek stockholder approval of our initial business combination
at a meeting called for such purpose at which public stockholders may seek to redeem their shares of common stock, regardless of whether
they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account,
or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need
for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, in
each case subject to the limitations described herein;

 we
will consummate our initial business combination only if public stockholders do not exercise redemption rights in an amount that would
cause our net tangible assets to be less than $5,000,001 and a majority of the outstanding shares of common stock voted are voted in
favor of the business combination;

 if
our initial business combination is not consummated within the required combination period, then our existence will terminate and we
will distribute all amounts in the trust account to all of our public holders of shares of common stock;

 we
may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar transaction prior to our initial business combination; and

 prior
to our initial business combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i)
receive funds from the trust account or (ii) vote on any initial business combination.

 Potential Revisions to Agreements with Insiders

 Each of our insiders has entered into letter agreements
with us pursuant to which each of them has agreed to do certain things relating to us and our activities prior to a business combination.
We could seek to amend these letter agreements without the approval of stockholders, although we have no intention to do so. In particular:

 Restrictions
relating to liquidating the trust account if we failed to consummate a business combination in the time-frames specified above could
be amended, but only if we allowed all stockholders to redeem their shares in connection with such amendment;

 Restrictions
relating to our insiders being required to vote in favor of a business combination or against any amendments to our organizational documents
could be amended to allow our insiders to vote on a transaction as they wished;

 The
requirement of members of the management team to remain our officer or director until the closing of a business combination could be
amended to allow persons to resign from their positions with us if, for example, the current management team was having difficulty locating
a target business and another management team had a potential target business;

 The
restrictions on transfer of our securities could be amended to allow transfer to third parties who were not members of our original management
team;

 The
obligation of our management team to not propose amendments to our organizational documents could be amended to allow them to propose
such changes to our stockholders;

 The
obligation of insiders to not receive any compensation in connection with a business combination could be modified in order to allow
them to receive such compensation;

 The
requirement to obtain a valuation for any target business affiliated with our insiders, in the event it was too expensive to do so.

 Except as specified above, stockholders would
not be required to be given the opportunity to redeem their shares in connection with such changes. Such changes could result in:

 Our
having an extended period of time to consummate a business combination (although with less in trust as a certain number of our stockholders
would certainly redeem their shares in connection with any such extension);

 Our
insiders being able to vote against a business combination or in favor of changes to our organizational documents;

 Our
operations being controlled by a new management team that our stockholders did not elect to invest with;

 Our
insiders receiving compensation in connection with a business combination; and

 Our
insiders closing a transaction with one of their affiliates without receiving an independent valuation of such business.

 We will not agree to any such changes unless we
believed that such changes were in the best interests of our stockholders (for example, if we believed such a modification were necessary
to complete a business combination). Each of our officers and directors have fiduciary obligations to us requiring that they act in our
best interests and the best interests of our stockholders.

 Competition

 In identifying, evaluating and selecting a target
business for our initial business combination, we may encounter intense competition from other entities having a business objective similar
to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic
acquisitions. Many of these entities are well established and have significant experience identifying and effecting business combinations
directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than
us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives
others an advantage in pursuing the acquisition of a target business. Furthermore, the requirement that we acquire a target business or
businesses having a fair market value equal to at least 80% of the value of the trust account (excluding any taxes payable) at the time
of the agreement to enter into the business combination, and our obligation to pay cash in connection with our public stockholders who
exercise their redemption rights, may not be viewed favorably by certain target businesses. Any of these factors may place us at a competitive
disadvantage in successfully negotiating our initial business combination.

 Employees

 We have two executive officers. They are not obligated
to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The
amount of time they will devote in any time period will vary based on whether a target business has been selected for the business combination
and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to
acquire, they will spend more time investigating such target business and negotiating and processing the business combination (and consequently
spend more time to our affairs) than they would prior to locating a suitable target business. We presently expect our executive officers
to devote such amount of time as they reasonably believe is necessary to our business (which could range from only a few hours a week
while we are trying to locate a potential target business to a majority of their time as we move into serious negotiations with a target
business for a business combination). We do not intend to have any full time employees prior to the consummation of a business combination.

 Periodic Reporting and Audited Financial Statements

 We have registered our units, common stock and
rights under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports
with the SEC. In accordance with the requirements of the Exchange Act, our annual report will contain financial statements audited and
reported on by our independent registered public accountants.

 We will provide stockholders with audited financial
statements of the prospective target business as part of any proxy solicitation materials or tender offer documents sent to stockholders
to assist them in assessing the target business. These financial statements will need to be prepared in accordance with or reconciled
to United States Generally Accepted Accounting Principles (GAAP) or International Financial Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB). A particular target business identified by us as a potential business combination candidate
may not have the necessary financial statements. To the extent that this requirement cannot be met, we may not be able to consummate our
initial business combination with the proposed target business.

 We may be required by the Sarbanes-Oxley Act to
have our internal control over financial reporting audited for the fiscal year ended December 31, 2024. A target company may not be in
compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal control over financial reporting. The
development of the internal control over financial reporting of any such entity to achieve compliance with the Sarbanes-Oxley Act may
increase the time and costs necessary to complete any such initial business combination.

 We are an emerging growth company as defined in
the Jumpstart Our Business Startups Act (the "JOBS Act") and will remain such for up to five years. However, if our non-convertible
debt issued within a three-year period or our total revenues exceed $1.235 billion or the market value of our shares of common stock that
are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, we would cease
to be an emerging growth company as of the following fiscal year. As an emerging growth company, we have elected, under Section 107(b)
of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards.

 ITEM 1A. RISK FACTORS

 As a smaller reporting company,
we are not required to make disclosures under this Item. However, the following is a partial list
of material risks, uncertainties and other factors that could have a material effect on us and our operations:

 Our 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 us and our securities, including that it will negatively
impact our ability to complete a business combination, will limit investors' ability to make transactions in our securities and
could subject us to additional trading restrictions.

 On March 6, 2025, the Company received a determination
letter (the "Delisting Notification") from Nasdaq stating that the Panel has determined to delist the Company's securities
from the Nasdaq Capital Market, and Nasdaq will accordingly suspend trading in the Company's securities, effective at the opening
of trading on March 7, 2025, because the Company has not demonstrated compliance with the Rule.

 Pursuant
to the Delisting Notification, the Company has a period of 15 days from the date of the Delisting Notification to submit a written request
for a review of the Panel's delisting determination by the Nasdaq Listing and Hearing Review Council (the "Listing Council").
The Company determined not to request a review of the delisting determination by the Listing Counsel and expects that a Form 25-NSE will
be filed with the SEC, which would remove the Company's securities from listing and registration on Nasdaq.

 Nasdaq suspended trading in our securities on
March 7, 2025. Our shares of common stock, units and rights are currently quoted on the over-the-counter trading market under the symbols
"AQUC," "AQUNU" and "AQUNR", respectively.

 In addition, in connection with any initial business
combination, we would be required to demonstrate compliance with Nasdaq's initial listing requirements, which are more rigorous
than the continued listing requirements, in order to continue to maintain the listing of our securities. We cannot assure you that we
will be able to meet those initial listing requirements at that time, particularly if we are no longer listed on a stock exchange.

 As our
securities have been delisted from Nasdaq, we and our securities are currently facing significant material adverse consequences, including:

 being less attractive to potential business combination targets and therefore making it more difficult for us to complete an initial business combination;

 a decreased ability to issue additional securities or obtain additional financing in the future;

 a limited availability of market quotations for our securities, even if our securities were to be quoted on an over-the-counter market;

 reduced liquidity and demand for our securities;

 determination that our shares of common stock are a "penny stock" which will require brokers trading in our shares of common stock to adhere to more stringent rules and could result in a further reduced level of trading activity in the secondary trading market for our securities;

 greater difficulty and cost at being able to satisfy Nasdaq's
initial listing requirements for the post-business combination company;

 our securities no longer qualifying as "covered securities" under the National Securities Markets Improvement Act of 1996 ("NSMIA"), meaning that sales of our securities would be subject to regulation in each state in which that sale occurs, including in connection with our initial business combination, which may negatively impact our ability to consummate our initial business combination or to otherwise issue additional securities or obtain additional financing in the future and could negatively impact the ability of our security holders to trade, and result in further reduced liquidity and demand for, our securities; and

 a limited amount of news and analyst coverage.

 Our securities were delisted
from Nasdaq on March 7, 2025, and we do not believe it is possible for Aquaron to be able to regain compliance with the continued listing
requirements of Nasdaq or otherwise get listed on Nasdaq again prior to the Closing. As a result, we will not be able to meet one of the
closing conditions set forth in the Merger Agreement. This particular condition, which is waivable, requires that Aquaron remain listed
on Nasdaq and not receive any written notice from Nasdaq indicating that it has failed, or is likely to fail, to meet listing requirements
as of the closing date. If such a notice has been issued, it must be withdrawn by Nasdaq or otherwise remedied to Nasdaq's satisfaction
before Closing. We intend to seek a waiver of this condition from Huture; however, there can be no assurance that the waiver will be granted.
If we are unable to secure the waiver, we may be unable to complete the business combination with Huture.

 Additionally, under the Merger Agreement, one
of the conditions to closing is the listing by Nasdaq of the PubCo ordinary shares and satisfaction of initial and continued listing requirement.
As a result of such delisting, PubCo may face increased difficulties and uncertainties in meeting the initial and continued listing requirement
of Nasdaq, such as the requirements as to the market value of unrestricted publicly held shares and market value of listed securities.
Approval of listing by Nasdaq of the PubCo ordinary shares as well as the satisfaction of initial and continued listing requirements of
Nasdaq are conditions to the consummation of the business combination, and as of the date of this Form 10-K, we still expect PubCo to
be able to satisfy such conditions, and we do not expect to seek a waiver or amendment of these closing conditions. Nevertheless, as a
result of the delisting of Aquaron's securities by Nasdaq, PubCo may face increased uncertainties as to its ability to successfully
consummate the business combination.

 Aquaron may not be able to complete an initial
business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations
and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or is ultimately
prohibited.

 Our
sponsor, Aquaron Investments LLC, a Delaware limited liability company, which is controlled by Mr. Yating Wang, a PRC resident and
a non-U.S. person, currently owns an aggregate of 1,578,060 shares of common stock of Aquaron (including 268,765 shares
underlying the Private Units) or 64.98% of SPAC Common Stock.

 Controlling or non-controlling investments
in U.S. businesses that produce, design, test, manufacture, fabricate or develop one or more critical technologies in one of 27 identified
industries — including aviation, defense, semiconductors, telecommunications and biotechnology — are subject
to a mandatory filing with the Committee on Foreign Investment in the U.S. (" CFIUS "). In addition, CFIUS
is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign
persons in order to determine the effect of such transactions on the national security of the United States. Because Aquaron may
be considered a "foreign person" under such rules and regulations, any proposed business combination between Aquaron and a
U.S. business engaged in a regulated industry or which may affect national security, Aquaron could be subject to such foreign ownership
restrictions and/or CFIUS review. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018
(" FIRRMA ") to include certain non-passive, non-controlling investments in sensitive U.S. businesses
and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that
are now in force, also subject certain categories of investments to mandatory filings. If our potential initial business combination with
a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate a business combination with
such business. In addition, if Aquaron's potential business combination falls within CFIUS's jurisdiction, Aquaron may be
required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination
without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block
or delay Aquaron's initial business combination, impose conditions to mitigate national security concerns with respect to such initial
business combination or order Aquaron to divest all or a portion of a U.S. business of the combined company if Aquaron had proceeded
without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness
of a transaction with Aquaron or prevent Aquaron from pursuing certain initial business combination opportunities that Aquaron believes
would otherwise be beneficial to Aquaron and its stockholders. As a result, the pool of potential targets with which Aquaron could complete
an initial business combination may be limited and Aquaron may be adversely affected in terms of competing with other special purpose
acquisition companies which do not have similar foreign ownership issues.

 Moreover,
the process of government review, whether by CFIUS or otherwise, could be lengthy. Because Aquaron has only limited time to complete its
initial business combination, its failure to obtain any required approvals within the requisite time period may require Aquaron to liquidate.
If Aquaron liquidates, its rights will expire worthless. This will also cause Aquaron's stockholders to lose any potential investment
opportunity in a target company and the chance of realizing future gains on their investment through any price appreciation in the combined
company.

 Aquaron
is currently contemplating the Business Combination with Holdco whose businesses are substantially based in mainland China, and potentially
in the future, in other markets outside the U.S. As a result, Aquaron does not expect the Business Combination to result in "control"
of a "U.S. business" by a "foreign person" under the CFIUS. Additionally, Aquaron does not expect the
Holdco's business to be deemed to have a nexus to "critical technologies," "covered investment critical infrastructure,"
and/or "sensitive personal data" under the regulations administered by CFIUS. If, however, Aquaron decides not to proceed
with the Business Combination with Holdco, or the Business Combination is terminated or abandoned and Aquaron has to pursue an alternative
business combination, or if Aquaron inadvertently concluded about CFIUS or other regulatory review on the Business Combination, the significant
ties to non-U.S. persons will impact us in numerous aspects as mentioned above.

 Our public stockholders'
exercise of redemption rights with respect to a large number of public shares in the previous redemptions and upcoming redemption may
affect our ability to complete an initial business combination in the most desirable manner that will optimize the capital structure of
the combined company, or at all.

 Over
the past two years, the redemption rate of shares held by public stockholders of SPACs at the time of a stockholders meeting that approves
an amendment to the charter of the SPAC or the initial business combination of the SPAC has been very high, thereby increasing the likelihood
that we, too, may be subject to significant redemptions that may affect our ability to complete an initial business combination.

 On
June 28, 2023, the Company held a special meeting of stockholders, at which the Company's stockholders approved (i) an amendment
to the Company'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 the Company and
Continental Stock Transfer & Trust Company to allow the Company to extend the business combination period for a period of 3 months
from July 6, 2023 to October 6, 2023, plus an option for the Company 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. In connection with the stockholders' vote at the special meeting, an
aggregate of 2,487,090 shares with redemption value of approximately $25,943,773 (or $10.43 per share) of the Company's common stock
were tendered for redemption.

 Later
on April 30, 2024, the Company held an annual stockholder meeting, at which the Company's stockholders approved (i) an amendment
to the Company'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 28, 2023, by and between the Company and Continental Stock Transfer & Trust Company to allow
the Company to extend the Business Combination Period for up to twelve months on a monthly basis from May 6, 2024 to May 6, 2025 by depositing
into the trust account $20,000 for each one-month extension. In connection with the stockholders' vote at the annual meeting, an
aggregate of 2,124,738 shares with redemption value of $23,176,909 (or approximately $10.91 per share) of the Company's common stock
were tendered for redemption, reducing the number of outstanding public shares to 805,352.
As of March 31, 2025, there was $9,361,505.81 in the Company's trust account.

 On April 14, 2025, the Company filed a definitive
proxy statement in connection with an upcoming annual meeting of our stockholders to, among other things, seek an extension of the Combination
Period from May 6, 2025 to May 6, 2026.

 Due to the high rates of redemptions of public
shares in connection with stockholder votes on extensions or business combinations of SPACs, we may need to rely upon significant PIPE
or other outside financing to provide cash to our post-Business Combination company. Obtaining financing in connection with initial business
combinations of SPACs has in recent times been very difficult, with many financings available only on terms that are onerous to the surviving
company of the business combination. The failure to secure additional financing on reasonable terms could have a material adverse effect
on the continued development or growth of the target business. None of the Sponsors or our other stockholders is required to provide any
financing to us in connection with or after our initial business combination. Raising additional third-party financing may involve dilutive
equity issuances or the incurrence of indebtedness at higher than desirable levels or on onerous terms. The above considerations may limit
our ability to complete a business combination in the most desirable manner that will optimize the capital structure of the combined company,
or at all. If we are unable to complete an initial business combination, our public stockholders may only receive approximately $11.62
per public share on the liquidation of our trust account (before taxes payable and up to $50,000 of interest to pay dissolution expenses,
as of March 31, 2025), and our rights will expire worthless. In certain circumstances, our public stockholders may receive less than approximately
$11.62 (before taxes payable and up to $50,000 of interest to pay dissolution expenses, as of March 31, 2025) per public share on the
redemption of their public shares.

 Uncertainty in
connection with certain international economic and political relationships, including the imposition of tariffs on international trade,
political disputes, regulatory changes and other international matters could have a material adverse effect on our ability to identify
potential targets and to consummate our initial business combination, and could adversely affect the financial performance of any target,
either foreign or domestic.

 The international economic and political environment
is dynamic and subject to change. There is currently significant uncertainty about the future economic and political relationships
between the United States and a number of other countries. These uncertainties include, among other things, the potential imposition
of protective tariffs on goods imported from other countries and reciprocal tariffs other countries may impose on United States products,
political disputes that may affect relationships between the United States and other countries and the imposition of regulatory or other
restrictions on trade and commerce. Any such matters could potentially limit the number of potential targets we may consider, and could
also have a material adverse effect on the financial performance of such potential targets. Among other things, historical financial
performance of companies affected by these international matters may not provide as accurate a barometer of future performance as would
pertain in a more stable economic environment.

 In addition, the United States has in the past imposed additional import tariffs on specified
products imported from China. As a result, China has responded by imposing retaliatory tariffs on goods exported from
the United States. Although Aquaron is not subject to any of those tariff measures, the proposed tariffs may adversely affect
the economic growth in China and other markets as well as the financial condition of Huture and its subsidiaries. With the
potential decrease in the spending powers of Huture's target clients, we cannot guarantee that there will be no negative impact
on its operations. In addition, the current and future actions or escalations by either United States or China that affect trade relations
may cause global economic turmoil and potentially have a negative impact on our and Huture's business, financial condition and
results of operations, and we cannot provide any assurance as to whether such actions will occur or the form that they may take. Amid
the ongoing tariff war between the United States and China as of the date of this Form 10-K, the Trump administration
might proceed toward a removal of Chinese companies from American stock exchanges. PubCo, upon closing, is expected to be listed on the
Nasdaq. PubCo Ordinary Shares may be prohibited from being traded on a national securities exchange or in the over-the-counter trading
market in the United States, which will materially and adversely affect the value of your investment.

 Changes in laws or regulations, or a failure
to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial
Business Combination, and results of operations.

 We are subject to laws and
regulations enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal
requirements and numerous complex tax laws. Compliance with, and monitoring of, applicable laws and regulations may be difficult, time
consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those
changes could have a material adverse effect on our business, investments and results of operations. In addition, a failure to comply
with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability
to negotiate and complete our initial Business Combination, and results of operations.

 On January 24, 2024, the SEC
adopted the 2024 SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC Business Combination transactions
(ii) additional disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial
public offerings and Business Combination transactions; (iii) additional disclosures regarding projections included in SEC filings in
connection with proposed Business Combination transactions and (iv) the requirement that both the SPAC and its target company be
co-registrants for Business Combination registration statements

 In addition, the SEC's
adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company
Act, including its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance
of such goals.

 Compliance with the 2024 SPAC
Rules and related guidance may (i) increase the costs of and the time needed to negotiate and complete an initial Business Combination
and (ii) constrain the circumstances under which we could affect our ability to complete an initial Business Combination.

 Changes in the market for directors and
officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

 In recent years, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer
insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable.

 Our liability insurance for our directors and
officers expired on January 4, 2024 and we haven't renewed the insurance. There can be no assurance that we will be able to renew
our liability insurance on favorable terms or at all. The Company may not have enough financial resources to adequately defend our officers
and directors or pay for settlements or judgments and if we experience significant uninsured losses, such events could have a material
adverse impact on our business, financial condition and results of operations.

 The rising cost and reduced availability of directors and officers liability insurance may make it more difficult and costly for us to
negotiate an initial business combination. Following the business combination, the resulting public entity may be required to incur higher
expenses, accept less favorable policy terms, or both, in order to obtain or modify directors and officers liability insurance coverage.
A failure to secure adequate coverage—or to obtain such insurance at all—could adversely affect the post-combination entity's
ability to attract and retain qualified directors and officers.

 Furthermore, even after the completion of an initial business combination, our directors and officers may remain subject to potential
liability for claims based on conduct alleged to have occurred prior to the business combination. To protect against such risks, the post-business
combination entity may need to obtain additional insurance coverage, commonly referred to as "run-off insurance." The cost
of securing this coverage would represent an added expense and could potentially interfere with, or hinder, our ability to complete a
business combination on terms that are favorable to our investors.

 For additional risks relating
to our operations, other than as set forth above, see the section entitled "Risk Factors" contained in our (i) IPO Prospectus,
(ii) Annual Reports on Form 10-K for the fiscal years ended December 31, 2022 and December 31, 2023, as filed with the SEC on March 30,
2023 and May 3, 2024, respectively, (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended September
30, 2023, as filed with the SEC on November 14, 2023, and (iv) other reports
we file with the SEC, before making a decision to invest in our securities. For risks related to Huture and our initial business combination
with Huture, please see the Registration Statement on Form F-4 filed by HUTURE Group Limited with the SEC. Furthermore, if any of the
following events occur, our business, financial condition and operating results may be materially adversely affected, or we could face
liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The
risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties
that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business,
financial condition and operating results or result in our liquidation. We may disclose changes to such risk factors or disclose additional
risk factors from time to time in our future filings with the SEC.

 ITEM 1B. UNRESOLVED STAFF COMMENTS

 Not applicable.

 ITEM 1C. CYBERSECURITY

 We are a special purpose acquisition company with
no business operations. Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction
candidates. Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management
program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks
from cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our IPO.

 ITEM 2. PROPERTIES

 We
currently maintain our principal executive offices at 515 Madison Avenue, 8th Floor, New York, NY 10022. The space is provided by our
Sponsor for free. We consider our current office space, combined with the other office space otherwise available to our executive officers,
adequate for our current operations.

 ITEM 3. LEGAL PROCEEDINGS

 On March 20, 2025, Benjamin Securities, Inc. ("Benjamin Securities") filed a complaint against the Company, alleging non-payment
of $77,500.00 for services rendered and seeking certain relief. On April 4, 2025, the Company and Benjamin Securities reached a settlement,
pursuant to which the Company agreed to pay the full amount of $77,500.00 by the close of business on April 7, 2025. The Company fulfilled
the payment obligation within the agreed timeframe, and Benjamin Securities subsequently withdrew its claims.

 ITEM 4. MINE SAFETY DISCLOSURES

 Not Applicable.

 PART
II

 ITEM 5. MARKET FOR REGISTRANT'S COMMON
EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Our units began to trade on The Nasdaq Capital
Market, or Nasdaq, under the symbol "AQUNU" on October 4, 2022. The shares of common stock and rights comprising the units
began separate trading on Nasdaq on October 19, 2022, under the symbols "AQU" and "AQUNR", respectively.

 Nasdaq suspended trading in our common stock on
March 7, 2025. Our shares of common stock, units and rights are currently quoted on the over-the-counter trading market under the symbols
"AQUC," "AQUNU" and "AQUNR", respectively.

 Holders of Record

 As of December 31, 2024, there were 2,428,412
of our shares of common stock issued and outstanding held by seven stockholders of record. The number of record holders was determined
from the records of our transfer agent and does not include beneficial owners of shares of common stock whose shares are held in the names
of various security brokers, dealers, and registered clearing agencies.

 Dividends

 We have not paid any cash dividends on our common
stock to date and do not intend to pay cash dividends prior to the completion of an initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the
discretion of our board of directors at such time. It is the present intention of our board of directors to retain all earnings, if any,
for use in our business operations and, accordingly, our board of directors does not anticipate declaring any dividends in the foreseeable
future. In addition, our board of directors is not currently contemplating and does not anticipate declaring any share dividends in the
foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants we
may agree to in connection therewith.

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities

 None.

 Use of Proceeds

 On October 6, 2022, we consummated our IPO of
5,000,000 units. Each unit consists of one share of common stock of the Company, par value $0.0001, and one right to receive one-fifth
(1/5th) of one share of common stock upon the consummation of the Company's initial business combination. The units were sold at
an offering price of $10.00 per unit, generating gross proceeds of $50,000,000. Simultaneously with the closing of the IPO, the Company
consummated the private placement with the Sponsor of 256,250 Private Units, at a price of $10.00 per Private Unit, generating gross proceeds
of $2,562,500.00. The Private Units (and the underlying securities) are identical to the units sold in the IPO, except as otherwise disclosed
in the registration statement. No underwriting discounts or commissions were paid with respect to such sale.

 Subsequently, on October 14, 2022, the underwriter
partially exercised the over-allotment, and the closing of the issuance and sale of the units occurred on October 14, 2022. The total
aggregate issuance by the Company of 417,180 Units at a price of $10.00 per unit resulted in total gross proceeds of $4,171,800.00. On
October 14, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional
12,515.40 Private Units, generating gross proceeds of $125,154.

 On October 14, 2022, the underwriters canceled
the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company
has cancelled an aggregate of 83,205 shares of common stock issued to the Sponsor, prior to the IPO and Private Placement.

 As of October 14, 2022, a total of $54,984,377
of the net proceeds from the sale of the units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October
6, 2022 and October 14, 2022 respectively, were deposited in a trust account established for the benefit of the Company's public
stockholders and maintained by Continental Stock Transfer & Trust Company, acting as trustee.

 All of the proceeds we receive from these purchases
have been placed in the trust account described above and, together with the interests earned on the funds held in the trust account and
except for payment of our franchise and income taxes if any, shall not be released to us until the earlier of the completion of our initial
business combination and our redemption of the shares of common stock sold in the IPO upon our failure to consummate a business combination
within the required period. We are not permitted to use the proceeds placed in the trust account and the interests earned thereon to pay
any excise taxes or any other similar fees or taxes in nature that may be imposed on the company pursuant to any current, pending or future
rules or laws, including without limitation any excise tax due imposed under the Inflation Reduction Act (IRA) of 2022 (H.R. 5376) on
any redemptions or stock buybacks by the Company.

 With these exceptions, expenses incurred by us
may be paid prior to a business combination only from the net proceeds of our IPO not held in the trust account; provided, however, that
in order to meet our working capital needs following the consummation of our IPO, if the funds not held in the trust account are insufficient,
our insiders, officers and directors or their affiliates may, but are not obligated to, loan us 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 our initial business combination, without interest, or, at the lender's discretion, up to $600,000
of the notes may be converted upon consummation of our business combination into 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 common stock (which includes 12,000 shares of common
stock issuable upon exercise of rights). If we do 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.

 We paid a total of $812,577 in underwriting discounts
and commissions (not including the 3.5% deferred underwriting commission payable at the consummation of business combination) and $835,549
for other costs and expenses related to the IPO.

 For a description of the use of the proceeds generated
in our initial public offering, see below Part II, Item 7 - Management's Discussion and Analysis of Financial Condition and Results
of Operations of this Form 10-K.

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 ITEM 6. [RESERVED]

 As a smaller reporting company, we are not required
to make disclosures under this Item.

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The following discussion and analysis of our financial
condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto
which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain information
contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special
Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

 Overview

 We are a blank check company formed under the
laws of the State of Delaware in March 2021. We were formed for the purpose of entering into a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization or other similar business combination. Our efforts to identify a target business will
not be limited to a particular industry or geographic region, although we intend to focus on operating businesses in the new energy sector.
We affirmatively exclude as an initial business combination target any company of which financial statements are audited by an accounting
firm that the PCAOB is unable to inspect for two consecutive years beginning in 2021 and any target company with China operations consolidated
through a VIE structure. We intend to utilize cash derived from the proceeds of our IPO and the private placement of Private Units, our
securities, debt or a combination of cash, securities and debt, in effecting our initial business combination.

 We expect to continue to incur significant costs
in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

 Risks and Uncertainties

 Management has evaluated the impact of persistent
inflation and rising interest rates, financial market instability, including the recent bank failures, the lingering effects of the COVID-19
pandemic and certain geopolitical events, including uncertainty in connection with certain international economic and political relationships,
including the imposition of tariffs on international trade, ongoing U.S.-China tensions, and the conflict in Ukraine and the surrounding
region, and has concluded that while it is reasonably possible that the risks and uncertainties related to or resulting from these events
could have a negative effect on the Company's financial position, results of its operations and/or search for a target company,
the specific impact is not readily determinable as of the date of these condensed financial statements. The condensed financial statements
do not include any adjustments that might result from the outcome of these risks and uncertainties.

 On August 16, 2022, the Inflation Reduction Act
of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders
from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at
the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair
market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury") has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to
repurchases that occur after December 31, 2022.

 At this time, it has been determined that the
IR Act tax provisions have an impact to the Company's income tax provision for fiscal years 2024 and 2023 as there were redemptions
by the public stockholders in June 2023 and May 2024; as a result, the Company recorded $546,877 (including estimated penalty and interest
of $55,670) and $259,438 excise tax liability as of December 31, 2024 and 2023, respectively. During the second quarter of 2024, the Internal
Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. Pursuant to those regulations, the
Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31,
2023 on or before October 31, 2024. As of December 31, 2024, the Company has not filed its 2024 and 2023 excise tax returns and remitted
excise tax payments. The Company is currently evaluating its options with respect to payment of this obligation. If the Company is unable
to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated at 8% interest per
annum and a 5% underpayment penalty per month or portion of a month up to 25% of the total liability for any amount that is unpaid from
November 1, 2024 until paid in full. As of April 15, 2025, the Company has not paid excise taxes.

 Recent Developments

 As previously disclosed, Aquaron entered into
the Bestpath Merger Agreement on March 23, 2023, with Bestpath and several other parties. Subsequent to the signing of the Bestpath Merger
Agreement, Bestpath undertook 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 an Agreement
and Plan of Merger (as amended from time to time, the "Merger Agreement") with (i) HUTURE Ltd., a Cayman Islands exempted
company ("Huture"), (ii) HUTURE Group Limited, an exempted company incorporated in Cayman Islands and a direct wholly-owned
subsidiary of Huture ("PubCo"), (iii) Bestpath Merger Sub I Limited, an exempted company incorporated in Cayman Islands and
a direct wholly-owned subsidiary of PubCo ("Merger Sub 1"), and (iv) Bestpath Merger Sub II Inc., a Delaware corporation and
a direct wholly-owned subsidiary of PubCo ("Merger Sub 2" and, together with PubCo and Merger Sub 1, each an "Acquisition
Entity" and collectively, the "Acquisition Entities"). All capitalized terms used herein and not defined shall have
the meanings ascribed to them in the Merger Agreement.

 Pursuant to the Merger Agreement and subject to
the terms and conditions set forth therein, (i) Merger Sub 1 will merge with and into Huture (the "Initial Merger") whereby
the separate existence of Merger Sub 1 will cease and Huture 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 the Company (the "SPAC Merger", and together with the Initial Merger, the "Mergers"), the separate existence
of Merger Sub 2 will cease and the Company will be the surviving corporation of the SPAC Merger and a direct wholly owned subsidiary of
PubCo.

 The Mergers imply a current equity value of Huture
at $1.0 billion prior to the closing of the Mergers (the "Closing"). As a result of the Mergers, among other things, (i) each
outstanding share in Huture shall automatically be cancelled, and in exchange for the right to receive newly issued ordinary shares in
PubCo ("PubCo Ordinary Shares") at the Company Exchange Ratio; (ii) each outstanding Aquaron unit will be automatically detached;
(iii) each unredeemed outstanding share of Aquaron's common stock will be cancelled in exchange for the right to receive one PubCo
Ordinary Share, (iv) each outstanding Aquaron's Right will be cancelled and cease to exist in exchange for one-fifth (1/5) PubCo
Ordinary Share, and (v) each Aquaron's underwriter's purchase option (the "UPO") will automatically be cancelled
and cease to exist in exchange for one (1) PubCo UPO. Each outstanding PubCo Ordinary Share will have a value at the time of the Closing
of $10.00.

 Following the Closing 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.

 Additional Agreements Executed in Connection
with the Agreement

 Huture Voting and Support Agreement

 Concurrently with the execution of the Merger
Agreement, certain shareholders of Huture, representing more than fifty percent (50%) of the equity interests in Huture, have entered
into a voting and support agreement with Huture, 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 Huture voting and support agreement
signed together with the Bestpath Merger Agreement terminated concurrently with the termination of the Bestpath Merger Agreement.

 Sponsor Voting and 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.

 Extension Meetings

 On June 28, 2023, the Company held a special meeting
of stockholders, at which the Company's stockholders approved (i) an amendment to the Company'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 the Company and Continental Stock Transfer & Trust Company to allow the Company
to extend the business combination period for a period of 3 months from July 6, 2023 to October 6, 2023, plus an option for the Company
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. In connection
with the stockholders' vote at the special meeting, an aggregate of 2,487,090 shares with redemption value of approximately $25,943,773
(or $10.43 per share) of the Company's common stock were tendered for redemption.

 On April 30, 2024, we held an annual stockholder
meeting, at which the Company's stockholders approved (i) an amendment to the Company'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 28, 2023,
by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the Business Combination
Period for up to twelve months on a monthly basis from May 6, 2024 to May 6, 2025. In connection with the stockholders' vote at
the annual meeting, an aggregate of 2,124,738 shares with redemption value of approximately $23,176,909 (or approximately $10.91 per share)
of the Company's common stock were tendered for redemption.

 On April 14, 2025, the Company filed a definitive
proxy statement in connection with an upcoming annual meeting of our stockholders to, among other things, seek an extension of the Combination
Period from May 6, 2025 to May 6, 2026.

 Non-compliance with Nasdaq Listing Rules

 On March 6, 2025, the Company received a determination
letter (the "Delisting Notification") from the Nasdaq stating that the Panel has determined to delist the Company's
common stock from the Nasdaq Capital Market, and Nasdaq will accordingly suspend trading in the Company's securities, effective
at the opening of trading on March 7, 2025, because the Company has not demonstrated compliance with the Rule.

 Pursuant to the Delisting Notification, the Company
has a period of 15 days from the date of the Delisting Notification to submit a written request for a review of the Panel's delisting
determination by the Nasdaq Listing and Hearing Review Council (the "Listing Council"). The Company determined not to request
a review of the delisting determination by the Listing Counsel and expects that a Form 25-NSE will be filed with the SEC, which would
remove the Company's securities from listing and registration on Nasdaq.

 Nasdaq suspended trading in our common stock on
March 7, 2025. Our shares of common stock, units and rights are currently quoted on the over-the-counter trading market under the symbols
"AQUC," "AQUNU" and "AQUNR", respectively.

 Results of Operations

 We have neither engaged in any operations nor
generated any operating revenues to date except the preparation and completion of the IPO and search for target candidate following the
consummation of the IPO. Our only activities from inception through December 31, 2024 were organizational activities and those necessary
to prepare for the IPO, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect
to generate any operating revenues until after the completion of our initial business combination. We expect to generate non-operating
income in the form of interest income on marketable securities held after the IPO. We expect that we will incur increased expenses as
a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence
expenses in connection with searching for, and completing, a Business Combination.

 For the fiscal year ended December 31, 2024, we
had a net loss of $357,114, which consists of loss of approximately $904,877 derived from general and administrative expenses of approximately
$881,677, franchise tax expense of $23,200 and income tax expense of $347,586, offset by unrealized gain on investments held in Trust
Account of $34,644, and interest earned on investments held in Trust Account of approximately $860,705.

 For the fiscal year ended December 31, 2023, we
had a net income of $997,917, which consists of loss of $861,829 derived from general and administrative expenses of $832,906, franchise
tax expense of $28,923 and income tax expense of $262,240 offset by unrealized gain on investments held in Trust Account of $141,556,
and interest earned on investments held in Trust Account of $1,980,430.

 Liquidity and Capital Resources

 On October 6, 2022, we consummated our IPO of
5,000,000 units. Each unit consists of one share of common stock of the Company, par value $0.0001, and one right to receive one-fifth
(1/5th) of one share of common stock upon the consummation of the Company's initial business combination. The units were sold at
an offering price of $10.00 per unit, generating gross proceeds of $50,000,000. Simultaneously with the closing of the IPO, the Company
consummated the private placement with the Sponsor of 256,250 Private Units, at a price of $10.00 per Private Unit, generating gross proceeds
of $2,562,500.

 We granted the underwriter a 45-day option to
purchase up to an additional 750,000 units at the IPO price to cover over-allotments, if any. Subsequently, on October 14, 2022, the underwriter
partially exercised the over-allotment, and the closing of the issuance and sale of the units occurred on October 14, 2022. The total
aggregate issuance by the Company of 417,180 Units at a price of $10.00 per Unit resulted in total gross proceeds of $4,171,800.00. On
October 14, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional
12,515.40 Private Units, generating gross proceeds of $125,154.

 On October 14, 2022, the underwriters canceled
the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company
has cancelled an aggregate of 83,205 shares of common stock issued to the Sponsor, prior to the IPO and Private Placement.

 A total of $54,984,377 of the net proceeds from
the sale of the units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October 6, 2022 and October
14, 2022 respectively, were deposited in a trust account established for the benefit of the Company's public stockholders and maintained
by Continental Stock Transfer & Trust Company, acting as trustee.

 As of December 31, 2024, we had $7,830 in cash
and working capital deficit of $2,886,242. During 2023, the Sponsor provided loans totaling $449,780 (excluding $99,846 converted from
amount due to related party), to be used, in part, for transaction costs related to the business combination. On January 4, 2024 and March
30, 2024, the Company issued an unsecured promissory note to the Sponsor in the aggregate principal amount of $300,000 (including the
conversion of $97,052 which was outstanding balance as of December 31, 2023 due to Sponsor) and $100,000, respectively, to be used, in
part, for transaction costs related to the Business Combination.

 On June 29, 2023, October 4, 2023, and December
29, 2023, Bestpath deposited into the Trust Account $210,000, $210,000 and $70,000 (totaling $490,000), respectively, and from January
2024 to April 2024, Bestpath provided loans of $70,000 each month to the Company to fund the amount required to extend the Business Combination
Period to May 6, 2024. On May 2, 2024, June 4, 2024, and July 8, 2024, Bestpath provided a loan of $20,000 each time to the Company to
fund the amount required to extend the Business Combination Period to August 6, 2024. From August 2024 to April 2025, Huture provided
a loan of $20,000 each time to the Company to fund the amount required to extend the Business Combination Period to May 6, 2025. It is
uncertain that the Company will be able to consummate a Business Combination by this time. If a Business Combination is not consummated
by this date, there will be a mandatory liquidation and subsequent dissolution. The Company expects to continue to incur significant professional
costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.
The Company may need to obtain additional financing either to complete its Business Combination or because it becomes obligated to redeem
a significant number of public shares upon consummation of its Business Combination, in which case the Company may issue additional securities
or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only
complete such financing simultaneously with the completion of our Business Combination. If the Company is unable to complete its Business
Combination because it does not have sufficient funds available, it will be forced to cease operations and liquidate the Trust Account.
In addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing
in order to meet its obligations.

 In connection with the Company's assessment
of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU")
2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern", management has determined
that if the Company is unable to complete a Business Combination by May 6, 2025 (unless the Company further extends the time to complete
a Business Combination), then the Company will cease all operations except for the purpose of liquidating. The date for liquidation and
subsequent dissolution, along with its liquidity condition and delisting from Nasdaq raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

 Off-Balance Sheet Financing Arrangements

 We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2024. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

 Contractual Obligations

 We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities, other than described below.

 The holders of the founder shares, the private
placement shares, and any common stock that may be issued upon conversion of working capital loans (and any underlying securities) will
be entitled to registration rights pursuant to a registration and shareholder rights agreement entered into in connection with the IPO.
The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities.
In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent
to our completion of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration
statements.

 Upon closing of a business combination, the underwriters
will be entitled to a deferred fee of $0.35 per public share, or $1,896,013 in the aggregate. The deferred fee will become payable to
the underwriters from the amounts held in the Trust Account solely in the event that we complete a business combination, subject to the
terms of the underwriting agreement. The underwriters will also be entitled to 0.75% of the gross proceeds of the IPO in the form of common
stock of the Company at a price of $10.00 per share, and 54,172 Private Units, to be issued if the Company closes a business combination.

 Critical Accounting Policies and Estimates

 The preparation of financial statements and related
disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date
of the financial statements, and income and expenses during the period reported. Actual results could materially differ from those estimates.
We have identified the following critical accounting estimates and policies:

 Deferred Tax Assets Allowance

 The Company follows the asset and liability method
of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 ASC 740 identifies usage of an effective annual
tax rate and allows for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing
the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and
the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax
expense in a current period based on ASC 740-270-25-3 which states, "If an entity is unable to estimate a part of its ordinary income
(or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item
that cannot be estimated shall be reported in the interim period in which the item is reported." The Company believes its calculation
to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and
its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision
based on actual results through December 31, 2024.

 ASC 740 also clarifies the accounting for
uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement
process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those
benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740
also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 In assessing the realization of the deferred tax
assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which
temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of
the information available, management believes that significant uncertainty exists with respect to future realization of the deferred
tax assets and has therefore established a full valuation allowance. The change in the valuation allowance was $276,457 and $0 for the
year ended December 31, 2024 and 2023, respectively.

 Net Income (Loss) per Share

 The Company complies with accounting and disclosure
requirements of FASB ASC 260, Earnings Per Share. The audited statements of operations include a presentation of income (loss) per redeemable
share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net
loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number
of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the
common shares subject to possible redemption was considered to be dividends paid to the public stockholders.

 Recent Accounting Standards

 In December 2023, the FASB issued ASU 2023-09,
"Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). This ASU requires
that public business entities must annually "(1) disclose specific categories in the rate reconciliation and (2) provide
additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to
or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate)."
A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15,
2024. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations
or cash flows.

 Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

 ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk

 As of December 31, 2024, we were not subject to
any market or interest rate risk. Following the consummation of our IPO, the net proceeds of our IPO, including amounts in the Trust Account,
have been invested in U.S. government treasury obligations with a maturity of 185 days or less or in certain money market funds that invest
solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure
to interest rate risk.

 ITEM 8. Financial Statements and Supplementary Data

 This information appears following Item 15 of this Report and is included
herein by reference.

 ITEM 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure

 None.

 ITEM 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,
is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and forms. Disclosure controls
are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the
chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management
evaluated, with the participation of our current chief executive officer and chief financial officer (our "Certifying Officers"),
the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.
Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2024, our disclosure controls and procedures were
not effective.

 Management
has identified deficiencies in internal control over financial reporting that have resulted in understated liabilities. Additionally,
there is insufficient oversight regarding the review and approval of related party transactions and their disclosures in financial statements.
Consequently, management has determined that these internal control deficiencies constitute material weaknesses as defined by SEC regulations.
As such, management concluded that the Company's disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e)
under the Exchange Act) were not effective as of December 31, 2024.

 We have
taken a number of measures to remediate such material weaknesses; however, if we are unable to remediate our material weaknesses in a
timely manner or we identify additional material weaknesses, we may be unable to provide required financial information in a timely and
reliable manner and we may incorrectly report financial information. Likewise, if our financial statements are not filed on a timely basis,
we could be subject to sanctions or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory
authorities. The existence of material weaknesses in internal control over financial reporting could adversely affect our reputation or
investor perceptions of us, which could have a negative effect on the trading price of our shares. We can give no assurance that the measures
we have taken and plan to take in the future will remediate the material weaknesses identified or that any additional material weaknesses
or restatements of financial results will not arise in the future due to a failure to implement and maintain adequate internal control
over financial reporting or circumvention of these controls. Even if we are successful in strengthening our controls and procedures, in
the future those controls and procedures may not be adequate to prevent or identify irregularities or errors or to facilitate the fair
presentation of our financial statements.

 We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits
must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation
of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances
of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 Management's Report on Internal Controls
Over Financial Reporting

 As required by SEC rules and regulations implementing
Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with
GAAP. Our internal control over financial reporting includes those policies and procedures that:

 (1)
 pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of our company,

 (2)
 provide
reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance
with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors,
and

 (3)
 provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could
have a material effect on the consolidated financial statements.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting on December 31, 2024. In making these assessments, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework
(2013). Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2024, our disclosure controls and procedures
were not effective.

 This Annual Report on Form 10-K does not
include an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under
the JOBS Act.

 Changes in Internal Control over Financial Reporting

 As previously disclosed in the Company's annual report on Form
10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on May 3, 2024, our management identified
a material weakness in the Company's internal controls over financial reporting which existed as of December 31, 2023 relating to
the classification of Investment held in Trust Account and Deferred underwriting fee payable accounts. A material weakness is a deficiency,
or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis. Since
then, our management has taken remediation measures including without limitation, performing additional review as deemed necessary to
properly present asset and liability assets in accordance with the U.S. GAAP, as a result of which, our management reasonably concluded
that such material weakness has been remediated as of December 31, 2024.

 ITEM 9B. Other Information.

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT
INSPECTIONS.

 Not applicable.

 PART
III

 ITEM 10. Directors, Executive Officers and Corporate Governance.

 The following table sets forth information about our directors and
executive officers as of April 15, 2025.

 Name

 Age

 Position

 Chief Executive Officer, Chairwoman and President

 Qingze Zhao

 Chief Financial Officer and Director

 Yanyan Lin

 Independent Director

 Yang Wang

 Independent Director

 Xiaoming Ma

 Independent Director

 Below is a summary of the business experience
of each our executive officers and directors:

 Yi Zhou has been our Chairwoman, President
and Chief Executive Officer since June 2022. Ms. Zhou co-founded Ease Consulting in September 2019 and has served its chief executive
officer since then. During her time with Ease Consulting, Ms. Zhou is responsible for providing consultancy services to funds including
VC funds that are expanding their limited partner base in the U.S. and other countries and advise on their fund-raising. Ms. Zhou has
been a partner at the Balloch Group since October 2021 and an advisor to Hashkey Capital since February 2022. Previously, Ms. Zhou was
a private equity associate at Susquehanna Investment Management Consulting Company Ltd. in Shanghai between April 2020 to June 2021 and
a Director II at VC relation management at Silicon Valley Bank between July 2017 and March 2020. Ms. Zhou also served as the associate
director of China market development at S&P Capital IQ from September 2013 to June 2017. She currently is the alumni council member
of Harvard University Graduate School of Education from 2021 to 2026. Ms. Zhou received her bachelor's degree of Korean and Economics
from Peking University in 2009 and a master's degree in Education from Harvard University Graduate School of Education in 2010.
We believe Ms. Zhou is qualified to serve on our board of directors because of her extensive business and management experience, as well
as her contacts and relationships.

 Qingze Zhao has been our Chief Financial
Officer and a director since our inception. Mr. Zhao joined Century Frontier asset management as a portfolio manager in October 2022 and
worked there since then. Century Frontier asset management is a top tier asset management fund in China and he focuses on Chinese equity
market and quant-trading. From August 2019 to September 2022, Mr. Zhao worked in Wang & Partners Consulting as a consultant. Wang
& Partners Consulting is a boutique management consulting firm in China, where his main focus is on the sectors of consumer, manufacturing
and new energy. From May 2016 to April 2019, he worked at Ping Capital Management, a hedge fund where he concentrated on quant-trading
and market research. Mr. Zhao received his Doctor of Philosophy in Science in Applied Mechanics from the University of Pennsylvania in
2016 and his bachelor's degree of Engineering in Mechanical Engineering from Shanghai Jiaotong University in 2011. We believe Mr.
Zhao is qualified to serve on our board of directors because of his expertise in the consumer, manufacturing and new energy industries.

 Yang Wang has served as our independent
director since March 2021. He has been a partner of Haoyue Healthcare Fund since May 2021. Mr. Wang served as the partner at Cowin Capital
from February 2011 to March 2021, where he focused on the health sector. Before that Mr. Wang served as the senior project manager of
the business development department at Simcere Pharmaceutical Co., Ltd from November 2007 to January 2011. Mr. Wang received a Master
of Business Administration degree from Tsinghua University in 2006 and a bachelor's degree of Engineering in Computer Software from
Anhui University in 2000. We believe Mr. Wang is qualified to serve on our board of directors due to his extensive financial, commercial,
corporate strategy, business development and transaction experience, as well as his expertise in the health sector.

 Yanyan Lin has served as our independent
director since March 2021. Ms. Lin has served as the founder and chief executive officer at Bole Education Consulting Inc., a Maryland
incorporated education consulting company, since July 2016. Ms. Lin served as the senior auditor at Tate & Tryon CPAs and Consultants
Company in Washington, D.C from January 2013 to June 2018, where she led audit teams, completed audit projects, and performed key audit
testing in a variety of organizations including trade organizations and professional associations. Ms. Lin graduated from University of
Virginia with a Master of Science in Accounting in 2012, and a Bachelor of Science in Commerce (Accounting and Finance) and second major
in Economics in 2012. She also holds the Certified Public Accountant issued in the U.S. We believe Ms. Lin is qualified to serve on our
board of directors due to her extensive financial, commercial, and business development experience.

 Xiaoming Ma has served as our independent
director since May 2021. Mr. Ma has held the position of sales manager of Royal IHC Group in Shanghai, China since September 2020.
Before he moved to Shanghai, he was appointed to Kinderdijk and served as the outsourcing management lead from September 2019 to September
2020. Before that, Mr. Ma worked successively at Royal IHC Group which includes proposal manager from April 2019 to September 2019,
assistant general manager from October 2018 to April 2019, business development manager from October 2018 to May 2019, strategy consultant
from April 2018 to November 2018 and purchaser and supply chain management analyst from November 2017 to April 2018. He joined the management
trainee-ship program of Royal IHC Group in November 2017. Before that, he worked at Hengxin Offshore & Marine Engineering (Europe)
and was a sales and business development manager in Rotterdam during April 2016 to December 2016. Mr. Ma obtained his Master's
degree in Marine Technology Shipping Management Specialization from Delft University of Technology in 2018 and the Bachelor's degree
in Naval Architecture and Marine Engineering from Harbin Engineering University in 2015. We believe Mr. Ma is qualified to serve on our
board of directors due to his commercial, business development and transaction experience, as well as his contacts and relationships.

 Officer and Director Qualifications

 Our officers and board of directors are composed
of a diverse group of leaders with a wide array of professional roles. In these roles, they have gained experience in core management
skills, such as strategic and financial planning, financial reporting, compliance, risk management, and leadership development. Many of
our officers and directors also have experience serving on boards of directors and board committees of other companies, and have an understanding
of corporate governance practices and trends, which provides an understanding of different business processes, challenges, and strategies.
Further, our officers and directors also have other experience that makes them valuable, managing and investing assets or facilitating
the consummation of business combinations.

 We, along with our officers and directors, believe
that the above-mentioned attributes, along with the leadership skills and other experiences of our officers and board members, provide
us with a diverse range of perspectives and judgment necessary to facilitate our goals of consummating an acquisition transaction.

 Board Committees

 The board has a standing audit, nominating and
compensation committee. The independent directors oversee director nominations. Each audit committee (the "Audit Committee"),
nominating committee (the "Nominating Committee") and compensation committee (the "Compensation Committee") has
a charter, which was filed with the SEC as exhibits to the Registration Statement on Form S-1 on September 16, 2022.

 Audit Committee

 The
Audit Committee, which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company's independent
accountants, reviewing their independence and performance; reviews the Company's accounting and financial reporting processes and
the integrity of its financial statements; the audits of the Company's financial statements and the appointment, compensation, qualifications,
independence and performance of the Company's independent auditors; the Company's compliance with legal and regulatory requirements;
and the performance of the Company's internal audit function and internal control over financial reporting. The Audit Committee
held no formal meetings during 2024 as the Company does not have any underlying business or employees, relying on monthly reports and
written approvals as required.

 The members of the Audit Committee are Yang Wang,
Yanyan Lin, and Xiaoming Ma, each of whom is an independent director under Nasdaq's listing standards. Yanyan Lin is the Chairperson
of the Audit Committee. The board has determined that Yanyan Lin qualifies as an "audit committee financial expert," as defined
under the rules and regulations of the SEC.

 Nominating Committee

 The Nominating Committee is responsible for overseeing
the selection of persons to be nominated to serve on our board. Specifically, the Nominating Committee makes recommendations to the board
regarding the size and composition of the board, establishes procedures for the director nomination process and screens and recommends
candidates for election to the board. On an annual basis, the Nominating Committee recommends for approval by the board certain desired
qualifications and characteristics for board membership. Additionally, the Nominating Committee establishes and administers a periodic
assessment procedure relating to the performance of the board as a whole and its individual members. The Nominating Committee will consider
a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating
a person's candidacy for membership on the board. The Nominating Committee may require certain skills or attributes, such as financial
or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and
makeup of its members to obtain a broad and diverse mix of board members. The Nominating Committee does not distinguish among nominees
recommended by stockholders and other persons. The Nominating Committee was not established until the closing of the IPO and therefore
held no meetings in 2024.

 The members of the Nominating Committee are Yang
Wang, Yanyan Lin, and Xiaoming Ma, each of whom is an independent director under Nasdaq's listing standards. Yang Wang is the Chairperson
of the Nominating Committee.

 Compensation Committee

 The Compensation Committee reviews annually the
Company's corporate goals and objectives relevant to the officers' compensation, evaluates the officers' performance
in light of such goals and objectives, determines and approves the officers' compensation level based on this evaluation; makes
recommendations to the board regarding approval, disapproval, modification, or termination of existing or proposed employee benefit plans,
makes recommendations to the board with respect to non-CEO and non-CFO compensation and administers the Company's incentive-compensation
plans and equity-based plans. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as
it may deem appropriate in its sole discretion. The chief executive officer of the Company may not be present during voting or deliberations
of the Compensation Committee with respect to his compensation. The Company's executive officers do not play a role in suggesting
their own salaries. Neither the Company nor the Compensation Committee has engaged any compensation consultant who has a role in determining
or recommending the amount or form of executive or director compensation. The Compensation Committee did not meet during 2024.

 Notwithstanding the foregoing, as indicated above,
no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing stockholders, including
our directors, or any of their respective affiliates, prior to, or for any services they render in order to effectuate, the consummation
of a business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the Compensation
Committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection
with such initial business combination.

 The members of the Compensation Committee are
Yang Wang, Yanyan Lin, and Xiaoming Ma, each of whom is an independent director under Nasdaq's listing standards. Yang Wang is the
Chairperson of the Compensation Committee.

 Conflicts of Interest

 Investors should be aware of the following potential
conflicts of interest:

 None
of our officers and directors is required to commit their full time to our 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, our officers and directors may become aware of investment and business opportunities which
may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management has pre-existing
fiduciary duties and contractual obligations and may have conflicts of interest in determining to which entity a particular business
opportunity should be presented.

 Our
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 our company.

 Unless
we consummate our initial business combination, our officers, directors and insiders will not receive reimbursement for any out-of-pocket
expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account
and the amount of interest income from the trust account that may be released to us as working capital.

 The
insider shares beneficially owned by our officers and directors will be released from escrow only if our initial business combination
is successfully completed. Additionally, if we are unable to complete an initial business combination within the required time frame,
our officers and directors will not be entitled to receive any amounts held in the trust account with respect to any of their insider
shares or private units. Furthermore, our insiders (and/or their designees) have agreed that the private units will not be sold or transferred
by them until after we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest
in determining whether a particular target business is an appropriate business with which to affect our initial business combination.

 In general, officers and directors of a corporation
incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:

 the
corporation could financially undertake the opportunity;

 the
opportunity is within the corporation's line of business; and

 it
would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.

 Accordingly, as a result of multiple business
affiliations, our officers and directors may have similar legal obligations relating to presenting business opportunities meeting the
above-listed criteria to multiple entities. Furthermore, our certificate of incorporation provides that the doctrine of corporate opportunity
will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict
with any fiduciary duties or contractual obligations they may have. In order to minimize potential conflicts of interest which may arise
from multiple affiliations, our officers and directors (other than our independent directors) have agreed to present to us for our consideration,
prior to presentation to any other person or entity, any suitable opportunity to acquire a target business, until the earlier of: (1)
our consummation of an initial business combination and (2) 12 months (or 15 or 18 months, as applicable) from the date of our IPO. This
agreement is, however, subject to any pre-existing fiduciary and contractual obligations such officer or director may from time to time
have to another entity. Accordingly, if any of them becomes aware of a business combination opportunity which is suitable for an entity
to which he or she has pre-existing fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations
to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity. We
do not believe, however, that the pre-existing fiduciary duties or contractual obligations of our officers and directors will materially
undermine our ability to complete our business combination because in most cases the affiliated companies are closely held entities controlled
by the officer or director or the nature of the affiliated company's business is such that it is unlikely that a conflict will arise.

 The following table summarizes the current pre-existing
fiduciary or contractual obligations of our officers and directors:

 Name of Individual

 Name of Affiliated Company

 Entity's Business

 Affiliation

 Yanyan Lin

 Bole Education Consulting Inc.

 Education consulting

 Founder and Chief Executive Officer

 Ease Consulting

 Finance consulting

 Founder and Chief Executive Officer

 Yang Wang

 Haoyue Healthcare Fund

 PE fund

 Partner

 Our insiders and Chardan have agreed to vote any
shares of common stock held by them in favor of our initial business combination. In addition, they have agreed to waive their respective
rights to receive any amounts held in the trust account with respect to their insider shares and private shares if we are unable to complete
our initial business combination within the required time frame. If they purchase shares of common stock in the open market, however,
they would be entitled to receive their pro rata share of the amounts held in the trust account if we are unable to complete our initial
business combination within the required time frame, but have agreed not to redeem such shares in connection with the consummation of
our initial business combination.

 All ongoing and future transactions between us
and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than
are available from unaffiliated third parties. Such transactions will require prior approval by our Audit Committee and a majority of
our uninterested "independent" directors, or the members of our board who do not have an interest in the transaction, in either
case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless
our Audit Committee and a majority of our disinterested "independent" directors determine that the terms of such transaction
are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties.

 To further minimize conflicts of interest, we
have agreed not to consummate our initial business combination with an entity that is affiliated with any of our officers, directors or
insiders, unless we have obtained (i) an opinion from an independent investment banking firm that the business combination is fair to
our unaffiliated stockholders from a financial point of view and (ii) the approval of a majority of our disinterested and independent
directors (if we have any at that time). Furthermore, in no event will our insiders or any of the members of our management team be paid
any finder's fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate,
the consummation of our initial business combination (regardless of the type of transaction that it is).

 Code of Ethics

 We adopted a code of conduct and ethics applicable
to our directors, officers and employees in accordance with applicable federal securities laws. The code of ethics codifies the business
and ethical principles that govern all aspects of our business.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires our
executive officers, directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with
the SEC initial reports of ownership and reports of changes in ownership of our shares of common stock and other equity securities. These
executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all
Section 16(a) forms filed by such reporting persons.

 Based solely on our review of such forms furnished
to us and written representations from certain reporting persons, we believe that all filing requirements applicable to our executive
officers, directors and greater than 10% beneficial owners were filed in a timely manner.

 Item 11. Executive Compensation.

 Employment Agreements

 We have not entered into any employment agreements
with our executive officers and have not made any agreements to provide benefits upon termination of employment.

 Executive Officers and Director Compensation

 No executive officer has received any cash compensation
for services rendered to us and no compensation of any kind, including finders, consulting or other similar fees, will be paid to any
of our existing stockholders, including our directors, or any of their respective affiliates, prior to, or for any services they render
in order to effectuate, the consummation of a business combination. However, such individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. There is no limit on the amount of these out-of-pocket expenses and there will be no review of the
reasonableness of the expenses by anyone other than our board of directors and Audit Committee, which includes persons who may seek reimbursement,
or a court of competent jurisdiction if such reimbursement is challenged.

 ITEM 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

 The following table sets forth as of April 15,
2025 the number of shares of common stock beneficially owned by (i) each person who is known by us to be the beneficial owner of more
than five percent of our issued and outstanding shares of common stock; (ii) each of our officers and directors; and (iii) all of our
officers and directors as a group. As of April 15, 2025, we had 2,428,412 shares of common stock issued and outstanding.

 Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.
The following table does not reflect record of beneficial ownership of any shares of common stock issuable upon exercise of the Rights,
as the Rights are not convertible within 60 days of April 15, 2025.

 Name and Address of Beneficial Owner (1)

 Amount and
 Nature of
 Beneficial
 Ownership
 of Common
 Stock

 Approximate Percentage of
 Outstanding
 Shares
 of Common
 Stock

 Aquaron Investments LLC (2)

 1,578,060

 64.98
 %

 10,000

 *
 %

 Qingze Zhao

 10,000

 *
 %

 Yang Wang

 5,000

 *
 %

 Yanyan Lin

 15,000

 *
 %

 Xiaoming Ma

 5,000

 *
 %

 All current directors and executive officers as a group (five individuals)

 45,000

 1.85
 %

 Karpus Management, Inc. (3)

 231,300

 9.52
 %

 Walleye Capital LLC (4)

 355,951

 14.66
 %

 *

 Less than 1%.

 (1)

 Unless otherwise indicated, the business address of each of the individuals is c/o Aquaron Acquisition Corp., 515 Madison Avenue, 8th Floor, New York, NY 10022.

 (2)

 Aquaron Investments LLC, our sponsor, is controlled by Ms. Yating Wang.

 (3)

 Based on an Amended Schedule 13G filed on February 14, 2025 by the reporting person. The address for the reporting person is 183 Sully's Trail, Pittsford, New York 14534.

 (4)

 Based on an Amended Schedule 13G filed on December 6, 2024 by the reporting person. The address for the reporting person is 315 Park Ave. South, New York, NY 10010.

 All of the insider shares outstanding have been
placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent. Subject to certain limited exceptions, 50% of these
shares will not be transferred, assigned, sold or released from escrow until the earlier of six months after the date of the consummation
of our initial business combination and the date the closing price of our common stock equals or exceeds $12.50 per share (as adjusted
for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing
after our initial business combination and the remaining 50% of the insider shares will not be transferred, assigned, sold or released
from escrow until six months after the date of the consummation of our initial business combination or earlier in either case if, subsequent
to our initial business combination, we complete a liquidation, merger, stock exchange or other similar transaction which results in all
of our stockholders having the right to exchange their shares of common stock for cash, securities or other property.

 During the escrow period, the holders of these
shares will not be able to sell or transfer their securities except (1) transfers among the insiders, to our officers, directors, advisors
and employees, (2) transfers to an insider's affiliates or its members upon its liquidation, (3) transfers to relatives and trusts
for estate planning purposes, (4) transfers by virtue of the laws of descent and distribution upon death, (5) transfers pursuant to a
qualified domestic relations order, (6) private sales made at prices no greater than the price at which the securities were originally
purchased or (7) transfers to us for cancellation in connection with the consummation of an initial business combination, in each case
(except for clause 7) where the transferee agrees to the terms of the escrow agreement and forfeiture, as the case may be, as well as
the other applicable restrictions and agreements of the holders of the insider shares. If dividends are declared and payable in shares
of common stock, such dividends will also be placed in escrow. If we are unable to effect a business combination and liquidate, there
will be no liquidation distribution with respect to the insider shares.

 Our insiders, officers and directors may, but
are not obligated to, loan us 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 our initial business combination,
without interest, or, at the lender's discretion, up to $600,000 of the notes may be converted upon consummation of our business
combination into 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 common stock (which includes 12,000 shares of common stock issuable upon exercise of Rights) if $600,000 of the notes
were so converted). Our pre-IPO stockholders have approved the issuance of the private units upon conversion of such notes, to the extent
the holder wishes to so convert such notes at the time of the consummation of our initial business combination. If we do not complete
a business combination, any outstanding loans from our insiders, officers and directors or their affiliates, currently totaling $849,626,
will be repaid only from amounts remaining outside our trust account, if any.

 ITEM 13. Certain Relationships and Related Transactions, and Director
Independence.

 In April 2021, we sold an aggregate of 1,437,500
shares of our common stock for $25,000, or approximately $0.02 per share, to our insiders.

 Simultaneously with the closing of the IPO on
October 6, 2022, we consummated the private placement with Aquaron Investments LLC, our Sponsor, purchasing 256,250 Private Units, at
a price of $10.00 per Private Unit, generating gross proceeds of $2,562,500.00. The Private Units (and the underlying securities) are
identical to the units sold in the IPO, except as otherwise disclosed in the registration statement. No underwriting discounts or commissions
were paid with respect to such sale. Additionally, the initial purchasers in the private placement agreed not to transfer, assign or sell
any of the Private Units or underlying securities (except in limited circumstances, as described in the Registration Statement) until
the completion of our initial business combination. Such initial purchasers were granted certain demand and piggyback registration rights
in connection with the purchase of the Private Units.

 Subsequently, on October 14, 2022, the underwriter
partially exercised the over-allotment, and the closing of the issuance and sale of the units occurred on October 14, 2022. The total
aggregate issuance by the Company of 417,180 Units at a price of $10.00 per Unit resulted in total gross proceeds of $4,171,800.00. On
October 14, 2022, simultaneously with the sale of the Over-Allotment Option Units, the Company consummated the private sale of an additional
12,515.40 Private Units, generating gross proceeds of $125,154.

 On October 14, 2022, the underwriters canceled
the remainder of the over-allotment option. In connection with the cancellation of the remainder of the over-allotment option, the Company
has cancelled an aggregate of 83,205 shares of common stock issued to the Sponsor, prior to the IPO and Private Placement. The Company
received additional funds of $99,846 from the Sponsor upon the closing of IPO to finance transaction costs in connection with searching
for a target business.

 In order to meet our working capital needs following
the consummation of our IPO, our insiders, officers, and directors may, but are not obligated to, loan us 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 our initial business combination, without interest, or, at the lender's discretion,
up to $600,000 of the notes may be converted upon consummation of our business combination into 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 common stock (which includes 12,000
shares of common stock issuable upon exercise of Rights) if $600,000 of the notes were so converted). Our pre-IPO stockholders have approved
the issuance of the private units upon conversion of such notes, to the extent the holder wishes to so convert such notes at the time
of the consummation of our initial business combination. If we do not complete a business combination, any outstanding loans from our
insiders, officers and directors or their affiliates, will be repaid only from amounts remaining outside our trust account, if any.

 The holders of our insider shares issued and outstanding
on the date of our IPO, as well as the holders of the private units (and underlying securities) and any shares our insiders, officers,
directors, or their affiliates may be issued in payment of working capital loans made to us, will be entitled to registration rights pursuant
to an agreement to be signed prior to or on the effective date of our IPO. The holders of a majority of these securities are entitled
to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these
registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from
escrow. The holders of a majority of the private units or shares issued in payment of working capital loans made to us can elect to exercise
these registration rights at any time after we consummate a business combination. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to our consummation of our initial business combination.
We will bear the expenses incurred in connection with the filing of any such registration statements.

 We will reimburse our officers and directors for
any reasonable out-of-pocket business expenses incurred by them in connection with certain activities on our behalf such as identifying
and investigating possible target businesses and business combinations. There is no limit on the amount of out-of-pocket expenses reimbursable
by us; provided, however, that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest
income earned on the amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business
combination. Our Audit Committee will review and approve all reimbursements and payments made to any initial stockholder or member of
our management team, or our or their respective affiliates, and any reimbursements and payments made to members of our Audit Committee
will be reviewed and approved by our board of directors, with any interested director abstaining from such review and approval.

 No compensation or fees of any kind, including
finder's fees, consulting fees, or other similar compensation, will be paid to our insiders or any of the members of our management
team, for services rendered to us prior to, or in connection with the consummation of our initial business combination (regardless of
the type of transaction that it is). However, such individuals will receive reimbursement for any out-of-pocket expenses incurred by them
in connection with activities on our behalf, such as identifying potential target businesses, performing business due diligence on suitable
target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target
businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however,
that to the extent such expenses exceed the available proceeds not deposited in the trust account and the interest income earned on the
amounts held in the trust account, such expenses would not be reimbursed by us unless we consummate an initial business combination.

 All ongoing and future transactions between us
and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than
are available from unaffiliated third parties. Such transactions will require prior approval by our Audit Committee and a majority of
our uninterested independent directors, in either case who had access, at our expense, to our attorneys or independent legal counsel.
We will not enter into any such transaction unless our Audit Committee and a majority of our disinterested independent directors determine
that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction
from unaffiliated third parties.

 Related Party Policy

 Our Code of Ethics requires us to avoid, wherever
possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved
by the board of directors (or the Audit Committee). Related-party transactions are defined as transactions in which (1) the aggregate
amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and
(3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common
stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material
interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest
situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and
effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as
a result of his or her position.

 Our Audit Committee, pursuant to its written charter,
will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing
and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us
to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our
Audit Committee and a majority of our uninterested "independent" directors, or the members of our board who do not have an
interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not
enter into any such transaction unless our Audit Committee and a majority of our disinterested "independent" directors determine
that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction
from unaffiliated third parties.

 These procedures are intended to determine whether
any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director,
employee or officer.

 To further minimize potential conflicts of interest,
we have agreed not to consummate a business combination with an entity which is affiliated with any of our insiders unless we obtain an
opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial
point of view. Furthermore, in no event will any of our existing officers, directors or insiders, or any entity with which they are affiliated,
be paid any finder's fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate,
the consummation of a business combination.

 Director Independence

 Nasdaq listing standards require that a majority
of our board of directors be independent. For a description of the director independence, see above Part III, Item 10 - Directors, Executive
Officers and Corporate Governance.

 ITEM 14. Principal Accountant Fees and
Services.

 The firm of UHY LLP, or UHY, acts as our independent
registered public accounting firm. The following is a summary of fees paid to UHY for services rendered.

 Audit Fees. Audit fees consist of fees
billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by
UHY in connection with regulatory filings. The aggregate fees billed by UHY for professional services rendered for the audit of our annual
financial statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings
with the SEC for the years ended December 31, 2024 and 2023 totaled $143,627 and $97,602, respectively.

 Audit-Related Fees. Audit-related services
consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial
statements and are not reported under "Audit Fees." These services include attest services that are not required by statute
or regulation and consultations concerning financial accounting and reporting standards. Audit-related fees totaled $19,132 and $0 for
the year ended December 31, 2024 and 2023, respectively.

 Tax Fees. Commencing in March 2022 and
continuing through December 31, 2024, a UHY LLP related entity provided tax/non-attest related tax compliance services to the Company
with respect to the Company's Federal income tax returns for its fiscal years ended December 31, 2024 and 2023 and its Delaware
annual franchise tax reports. The fees billed for these services were $7,393 and $7,085 for the years ended December 31, 2024 and 2023,
respectively, including administrative fee and tax processing fee. The Company's Audit Committee chairman approved the tax/non-attest
services by signing a tax engagement letter executed on March 1, 2022. UHY LLP and the Company's Audit Committee have concluded
that such services do not impact UHY LLP's independence.

 All Other Fees. There were no fees billed
for products and services provided by our independent registered public accounting firm other than those set forth above for the years
ended December 31, 2024 and 2023.

 Pre-Approval Policy

 Our Audit Committee was formed upon the consummation
of our IPO. As a result, the Audit Committee did not pre-approve all of the foregoing services, although any services rendered prior to
the formation of our Audit Committee were approved by our board of directors. Since the formation of our Audit Committee, and on a going-forward
basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our
auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange
Act which are approved by the Audit Committee prior to the completion of the audit).

 PART
IV

 ITEM 15. Exhibits, Financial Statement Schedules

 (a) The following documents are filed as part of this Form 10-K:

 (1) Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity

 Statements of Cash Flows

 Notes to Financial Statements

 (2) Financial Statement Schedules:

 None.

 (3) Exhibits

 We hereby file as part of this Report the exhibits
listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference
facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained
from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at
www.sec.gov.

 Exhibit No.

 Description

 1.1

 Underwriting Agreement, dated October 3, 2022, by and between the Registrant and Chardan (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 2.1

 Agreement and Plan of Merger, dated July 12, 2024, by and among Aquaron Acquisition Corp., HUTURE Ltd. and Certain Other Parties (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 12, 2024)

 3.1

 Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 3.2

 Certificate of Amendment (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 3.3

 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 3.4

 Amendment to the Amended and Restated Certificate of Incorporation of Aquaron Acquisition Corp. dated June 29, 2023 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 3, 2023)

 3.5

 Amendment to Amended and Restated Certificate of Incorporation of Aquaron Acquisition Corp. dated April 30, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 30, 2024)

 3.6

 Bylaws (incorporated by reference to Exhibit 3.4 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 3.7

 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 4.2

 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 4.3

 Specimen Rights Certificate (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 4.4

 Rights Agreement, dated October 3, 2022, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 4.5

 Unit Purchase Option, dated October 6, 2022, by and between the Registrant and Chardan (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 4.6

 Description of Securities (incorporated by reference to Exhibit 4.6 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on March 30, 2023)

 10.1

 Letter Agreements, dated October 3, 2022, by and between the Registrant and each of the initial stockholders, officers and directors of the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 10.2

 Investment Management Trust Agreement, dated October 3, 2022, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 10.3

 Stock Escrow Agreement, dated October 3, 2022, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 10.4

 Registration Rights Agreement, dated October 3, 2022, among the Registrant, Continental Stock Transfer & Trust Company and the initial shareholders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 10.5

 Indemnity Agreements, dated October 3, 2022, among the Registrant, and the directors and officers of the Registrant (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 10.6

 Subscription Agreement, dated October 3, 2022, by and between the Company and Aquaron Investments LLC (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on October 7, 2022)

 10.7

 Company Voting and Support Agreement dated July 12, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 12, 2024)

 10.8

 Sponsor Voting and Support Agreement dated July 12, 2024 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 12, 2024)

 10.9

 Form of Shareholders Lockup Agreement (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 12, 2024)

 10.10

 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 12, 2024)

 10.11

 Form of Promissory Note between the Registrant and Aquaron Investments LLC (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K filed by the Registrant on May 3, 2024)

 10.12

 Form of Promissory Note between the Registrant and Bestpath IoT Technology Ltd. (incorporated by reference to Exhibit 10.12 to the Annual Report on Form 10-K filed by the Registrant on May 3, 2024)

 10.13*

 Form of Promissory Note between the Registrant and HUTURE Ltd.

 10.14

 Amendment to Investment Management Trust Agreement, dated June 29, 2023, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on July 3, 2023)

 10.15

 Amendment to Investment Management Trust Agreement, dated April 30, 2024, by and between Continental Stock Transfer & Trust Company and the Registrant (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 30, 2024)

 Code of Ethics (incorporated by reference to Exhibit 14 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 31.1*

 Certification of Chief Executive Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002

 31.2*

 Certification of Chief Financial Officer pursuant to Rule 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to § 302 of the Sarbanes-Oxley Act of 2002

 32.1*

 Certification of Principal Executive Officer Pursuant to 18 U.S.C Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 32.2*

 Certification of Principal Financial Officer Pursuant to 18 U.S.C Section 1350, as Adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Compensation Recovery Policy of Aquaron Acquisition Corp. (incorporated by reference to Exhibit 97.1 to the Annual Report on Form 10-K filed by the Registrant on May 3, 2024)

 99.1

 Form of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 99.2

 Form of Nominating Committee Charter (incorporated by reference to Exhibit 99.2 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 99.3

 Form of Compensation Committee Charter (incorporated by reference to Exhibit 99.3 to the Registration Statement on Form S-1/A filed with the Securities & Exchange Commission on September 16, 2022)

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *

 Filed herewith.

 ITEM 16. FORM 10-K SUMMARY

 Not Applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or
15(d) of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 Aquaron Acquisition Corp.

 Dated: April 15, 2025

 By:

 /s/ Yi Zhou

 Name:

 Title:

 Chief Executive Officer

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and
on the dates indicated.

 Pursuant to the requirements of the Securities
Act of 1933, this report has been signed below by the following persons in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ Yi Zhou

 Chief Executive Officer. President and Director

 (Principal Executive Officer)

 /s/ Qingze Zhao

 Chief Financial Officer

 Qingze Zhao

 (Principal Accounting and Financial Officer)

 /s/ Yanyan Lin

 Director

 Yanyan Lin

 /s/ Yang Wang

 Director

 Yang Wang

 /s/ Xiaoming Ma

 Director

 Xiaoming Ma

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID# 1195)

 Financial Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity

 Statements of Cash Flows

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To
the Board of Directors and

Stockholders of Aquaron Acquisition Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Aquaron Acquisition Corp. (the Company) as of December 31, 2024, and 2023, and the related
statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the years in the two-year period
ended December 31, 2024, and the related notes (collectively referred to as the financial statements). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and 2023, and the
results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with
accounting principles generally accepted in the United States of America.

 Substantial
Doubt about the Company's Ability to Continue as a Going Concern

 The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has no revenue, it incurred and expects to continue to incur significant professional costs to
remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a business combination.
The Company's cash and working capital as December 31, 2024, are not sufficient to complete its planned activities for one year
from the issuance date of the financial statements. These conditions raise substantial doubt about the Company's ability to continue
as a going concern. Management's evaluation of the events and conditions and management's plans regarding these matters are
also described in Note 1 to the financial statements. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty. Our opinion is not modified with respect to that matter.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 /s/
 UHY LLP

 We
have served as the Company's auditor since 2021.

 New York, New York

 April
15, 2025

 F- 2

 BALANCE SHEETS

 2024

 2023

 Assets

 Current Assets

 Cash

 $
 7,830

 $

 Prepaid income tax

 224,564

 —

 Prepaid expenses

 —

 2,188

 Total Current Assets

 232,394

 2,527

 Noncurrent Assets

 Deferred income tax asset

 —

 144,680

 Investments held in Trust Account

 31,960,267

 Total Noncurrent Assets

 32,104,947

 Total Assets

 $
 9,488,009

 $
 32,107,474

 Liabilities, Redeemable Common Stock and Stockholders' Deficit

 Current Liabilities

 Other payable – related party

 $
 148,757

 $
 97,052

 Other payable - Huture

 240,514

 —

 Accounts payable and accrued expenses

 449,662

 149,045

 Franchise tax payable

 23,200

 18,495

 Income tax payable

 —

 353,013

 Excise tax payable

 546,877

 259,438

 Promissory note – related party

 849,626

 549,626

 Promissory note – Huture

 100,000

 —

 Promissory note – Bestpath

 760,000

 490,000

 Total Current Liabilities

 3,118,636

 1,916,669

 Deferred underwriting fee payable

 2,525,896

 2,525,896

 Total Liabilities

 5,644,532

 4,442,565

 Commitments and Contingencies (Note 6)

 Common stock subject to possible redemption, $ 0.0001 par value; 10,000,000 shares authorized; 805,352 shares and 2,930,090 shares issued and outstanding at December 31, 2024 and 2023, respectively

 31,960,268

 Stockholders' Deficit

 Common stock, $ 0.0001 par value; 10,000,000 shares authorized; 1,623,060 shares issued and outstanding (excluding 805,352 shares and 2,930,090 shares subject to possible redemption at December 31, 2024 and 2023, respectively)

 Additional paid-in capital

 —

 —

 Accumulated deficit

 ( 5,412,301
)

 ( 4,295,522
)

 Total Stockholders' Deficit

 ( 5,412,138
)

 ( 4,295,359
)

 Total Liabilities, Redeemable Common Stock and Stockholders' Deficit

 $
 9,488,009

 $
 32,107,474

 The accompanying notes are an integral part of
these financial statements.

 F- 3

 STATEMENTS OF OPERATIONS

 For the year ended

 2024

 2023

 General and administrative expenses

 $
 881,677

 $
 832,906

 Franchise tax expenses

 23,200

 28,923

 Loss from operations

 ( 904,877
)

 ( 861,829
)

 Interest earned on investment held in Trust Account

 860,705

 1,980,430

 Unrealized gain on investments held in Trust Account

 34,644

 141,556

 (Loss) income before income taxes

 ( 9,528
)

 1,260,157

 Income taxes provision

 ( 347,586
)

 ( 262,240
)

 Net (loss) income

 $
)

 $

 Basic and diluted weighted average shares outstanding, redeemable common stock

 1,589,067

 4,149,786

 Basic and diluted net income per share, redeemable common stock

 $
 0.04

 $
 0.87

 Basic and diluted weighted average shares outstanding, non-redeemable common stock

 Basic and diluted net loss per share, non-redeemable common stock

 $
 ( 0.26
)

 $
 ( 1.62
)

 The accompanying notes are an integral part of
these financial statements.

 F- 4

 STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 For the Year Ended December 31, 2024

 Common Stock

 Additional Paid-in

 Accumulated

 Total Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of January 1, 2024

 $

 $
 —

 $
 ( 4,295,522
)

 $
 ( 4,295,359
)

 Accretion of common stock to redemption value

 —

 —

 —

 ( 472,226
)

 ( 472,226
)

 Excise tax liability

 —

 —

 —

 ( 287,439
)

 ( 287,439
)

 Net loss

 —

 —

 —

)

)

 Balance as of December 31, 2024

 $

 $
 —

 $
 ( 5,412,301
)

 $
 ( 5,412,138
)

 For the Year Ended December 31, 2023

 Common Stock

 Additional Paid-in

 Accumulated

 Total Stockholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of January 1, 2023

 $

 $
 5,138,905

 $
 159,672

 $
 5,298,740

 Accretion of common stock to redemption value

 —

 —

 ( 5,138,905
)

 ( 5,193,673
)

 ( 10,332,578
)

 Excise tax liability

 —

 —

 —

 ( 259,438
)

 ( 259,438
)

 Net income

 —

 —

 —

 Balance as of December 31, 2023

 $

 $
 —

 $
 ( 4,295,522
)

 $
 ( 4,295,359
)

 The accompanying notes are an integral part of
these condensed financial statements.

 F- 5

 STATEMENTS OF CASH FLOWS

 For the Year Ended

 2024

 2023

 Cash flows from operating activities:

 Net (loss) income

 $
)

 $

 Adjustments to reconcile net cash used in operating activities:

 Interest earned on investment held in Trust Account

 ( 860,705
)

 ( 1,980,430
)

 Unrealized gain on investments held in Trust Account

 ( 34,644
)

 ( 141,556
)

 Deferred income tax provision (benefit)

 144,680

 ( 144,680
)

 Changes in operating assets and liabilities:

 Other payable-related party

 268,367

 —

 Other payable - Huture

 120,903

 —

 Prepaid expenses

 2,188

 220,158

 Accounts payable and accrued expenses

 300,617

 8,970

 Franchise tax payable

 4,705

 5,409

 Income tax payable

 ( 577,577
)

 381,040

 Net cash used in operating activities

 ( 988,580
)

 ( 653,172
)

 Cash Flows from investing activities:

 Cash withdrawn from Trust Account to public stockholder redemption

 23,176,909

 25,943,773

 Cash deposited into Trust Account

 ( 370,000
)

 ( 490,000
)

 Cash withdrawn from Trust Account to pay taxes

 793,123

 129,175

 Net cash provided by investing activities

 23,600,032

 25,582,948

 Cash Flows from financing activities:

 Proceeds from promissory note- related party

 202,948

 370,000

 Proceeds from related party

 —

 97,052

 Proceeds from promissory note- Bestpath

 270,000

 490,000

 Proceeds from promissory note- Huture

 100,000

 —

 Payment of public stockholders' redemption

 ( 23,176,909
)

 ( 25,943,773
)

 Net cash used in financing activities

 ( 22,603,961
)

 ( 24,986,721
)

 Net change in cash

 7,491

 ( 56,945
)

 Cash, beginning of the period

 57,284

 Cash, end of the period

 $
 7,830

 $

 Supplemental Disclosure of Non-cash Financing Activities:

 Accretion of common stock to redemption value

 $
 472,226

 $
 10,332,579

 Excise tax payable charged against accumulated deficit

 $
 287,439

 $
 259,438

 Income tax paid

 $
 780,483

 $
 105,660

 Promissory notes issued for the tax paid by Sponsor

 $
 —

 $
 79,780

 Other payable due to related party converted to promissory note

 $
 97,052

 $
 99,846

 The accompanying notes are an integral part of
these financial statements.

 F- 6

NOTES TO FINANCIAL STATEMENTS

 Note 1 — Description of
Organization and Business Operations

 Aquaron Acquisition Corp. (the "Company")
is a blank check company incorporated as a Delaware corporation on March 11, 2021. The Company 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 (the "Business Combination").

 Although the Company is not limited to a particular
industry or sector for purposes of consummating a Business Combination, the Company intends to focus on operating business in the new
energy sector. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.

 As of December 31, 2024, the Company had not commenced
any operations. All activities through December 31, 2024 are related to the Company's formation and the initial public offering
("IPO" as defined below), and subsequent to the IPO, identifying a target company for an initial business combination. The
Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will
generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December
31 as its fiscal year end.

 The Company's sponsor is Aquaron Investments
LLC (the "Sponsor"), a Delaware limited liability company.

 On October 6, 2022, the Company completed its
initial public offering ("IPO") of 5,000,000 units at an offering price of $ 10.00 per unit (the "Public Units'),
generating gross proceeds of $ 50,000,000. Simultaneously with the IPO, the Company sold to its Sponsor (as defined below) 256,250 units
at $ 10.00 per unit (the "Private Units") in a private placement generating total gross proceeds of $ 2,562,500.

 The Company granted the underwriter a 45 -day option
to purchase up to an additional 750,000 units at the IPO price to cover over-allotments, if any. On October 14, 2022, the underwriters
partially exercised the over-allotment option to purchase 417,180 units ("Over-Allotment Option Units") at $ 10.00 per unit
generating total gross proceeds of $ 4,171,800. Simultaneously with the sale of the Over-Allotment Option Units, we consummated the private
placement of an additional 12,515 Private Units generating gross proceeds of $ 125,154.

 A total of $ 54,984,377 of the net proceeds from
the sale of the units in the IPO (including the Over-Allotment Option Units) and the Private Placements on October 6, 2022 and October
14, 2022, were deposited in a trust account with Continental Stock Transfer & Trust Company acting as trustee and invest only in U.S.
government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under
the Investment Company Act of 1940, as amended (the "Investment Company Act"), and that invest only in direct U.S. government
treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination or the
liquidation due to the Company's failure to complete a Business Combination within the applicable period of time. The proceeds deposited
in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have priority over the claims
of the Company's public stockholders. In addition, interest income earned on the funds in the Trust Account may be released to the
Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business
combination only from the net proceeds of the IPO and private placement not held in the Trust Account.

 Pursuant to Nasdaq listing rules, the Company's
initial business combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80 %
of the value of the funds in the Trust account at the time of the execution of a definitive agreement for its initial business combination.
Since the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80 % test. The Company will only complete a Business
Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act.

 The Company will provide its holders of the outstanding
Public Shares (the "Public Stockholders") with the opportunity to redeem all or a portion of their Public Shares upon the
completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or
(ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct
a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public
Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $ 10.15 per Public Share, plus any pro
rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income
tax obligations).

 F- 7

 The Company will proceed with a Business Combination
if the Company has net tangible assets of at least $ 5,000,001 upon such consummation of a Business Combination and, if the Company seeks
stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. Additionally, each public stockholder
may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks
stockholder approval in connection with a Business Combination, the Company's Sponsor and any of the Company's officers or
directors that may hold Insider Shares (as defined in Note 5) (the "Initial Stockholders") and Chardan have agreed (a) to
vote their Insider Shares, Private Shares (as defined in Note 4) and any Public Shares purchased during or after the IPO in favor of approving
a Business Combination and (b) not to convert any shares (including the Insider Shares) in connection with a stockholder vote to approve,
or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

 The Initial Stockholders and Chardan have agreed
(a) to waive their redemption rights with respect to the Insider Shares, Private Shares and Public Shares held by them in connection with
the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate
of Incorporation that would affect the substance or timing of the Company's obligation to redeem 100 % of its Public Shares if the
Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their
Public Shares in conjunction with any such amendment.

 The Initial Stockholders and Chardan have agreed
to waive their liquidation rights with respect to the Insider Shares and Private Shares if the Company fails to complete a Business Combination
within the Combination Period. However, if the Sponsor or Chardan acquires Public Shares in or after the IPO, such Public Shares will
be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination
Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 7) held in the Trust
Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts
will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In
the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less
than $ 10.15.

 In order to protect the amounts held in the Trust
Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products
sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce
the amount of funds in the Trust Account to below $ 10.15 per Public Share, except as to any claims by a third party who executed a valid
and enforceable agreement with the Company waiving any right, title, interest or claim of any kind they may have in or to any monies held
in the Trust Account and except as to any claims under the Company's indemnity of the underwriters of IPO against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event
that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any
liability for such third party claims.

 Initially, the Company had until 9 months from
the closing of the IPO to consummate a Business Combination. In addition, if the Company anticipates that it may not be able to consummate
initial business combination within 9 months, the Company's insiders or their affiliates may, but are not obligated to, extend the
period of time to consummate a business combination two times by an additional three months each time (for a total of 12 or 15 months
to complete a business combination) (the "Combination Period"). In order to extend the time available for the Company to consummate
a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $ 750,000 ($ 0.15 per Public Share
or an aggregate of $ 1,500,000) on or prior to the date of the applicable deadline.

 F- 8

 Extension Meetings

 On June 28, 2023, the Company held a special meeting
of stockholders, at which the Company's stockholders approved (i) an amendment to the Company'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 the Company and Continental Stock Transfer & Trust Company to allow the Company
to extend the Business Combination Period for a period of three months from July 6, 2023 to October 6, 2023, plus an option for the Company
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. In connection
with the stockholders' vote at the special meeting, an aggregate of 2,487,090 shares with redemption value of approximately $ 25,943,773
(or $ 10.43 per share) of the Company's common stock were tendered for redemption.

 On April 30, 2024, the Company held an annual
stockholder meeting, at which the Company's stockholders approved (i) an amendment to the Company'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 28, 2023,
by and between the Company and Continental Stock Transfer & Trust Company to allow the Company to extend the Business Combination
Period for up to twelve months on a monthly basis from May 6, 2024 to May 6, 2025. In connection with the stockholders' vote at
the annual meeting, an aggregate of 2,124,738 shares with redemption value of $ 23,176,909 (or approximately $ 10.91 per share) of the Company's
common stock were tendered for redemption.

 On April 14, 2025, the Company filed a definitive
proxy statement in connection with an upcoming annual meeting of our stockholders to, among other things, seek an extension of the Combination
Period from May 6, 2025 to May 6, 2026.

 On June 29, 2023, October 4, 2023 and December
29, 2023, Bestpath (Shanghai) IoT Technology Co., Ltd. ("Bestpath", see Merger Agreement below) provided loans by depositing
in the Trust Account $ 210,000, $ 210,000 and $ 70,000 (totaling $ 490,000), respectively, and from January 2024 to April 2024, Bestpath provided
loans of $ 70,000 each month to the Company to fund the amount required to extend the Business Combination Period to May 6, 2024. On
May 2, 2024, June 4, 2024, and July 8, 2024, Bestpath provided a loan of $ 20,000 each time to the Company to fund the amount required
to extend the Business Combination Period to August 6, 2024. In return, the Company issued an unsecured promissory note of $ 70,000 each
time from January 2024 to April 2024 and $ 20,000 each time from May 2024 to July 2024 to Bestpath in exchange for Bestpath depositing
such amount into the Company's trust account in order to extend the amount of time it has available to complete a business combination.

 Subsequently from August 2024 to April 2025, Huture
provided loans of $ 20,000 each month to the Company to fund the amount required to extend the Business Combination Period to May 2025.
In return, the Company issued an unsecured promissory note of $ 20,000 for each extension. All these promissory notes are unsecured, interest-free
and payable on the earlier of: 1) the date on which the Company consummates an initial business combination, or 2) the date of the merger
agreement with Huture is terminated, or 3) the outside closing date defined in the Merger Agreement. In addition, Huture has the
right to convert the promissory note into shares of the Company common stock at a price of approximately $ 8.33 per share.

 If the Company is unable to complete a Business Combination within
the Combination Period, the Company 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 Shares, 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 Shares, 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 the Company's
remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 F- 9

 Merger Agreement

 On March 23, 2023, the Company entered into an
Agreement and Plan of Merger (the " Bestpath Merger Agreement "), with Bestpath (Shanghai) IoT Technology Co., Ltd. (),
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 an Agreement
and Plan of Merger (as amended from time to time, the " Agreement ") with (i) HUTURE Ltd., a Cayman Islands exempted
company ("Huture"), (ii) HUTURE Group Limited, an exempted company incorporated in Cayman Islands and a direct wholly-owned
subsidiary of Huture (" PubCo "), (iii) Bestpath Merger Sub I Limited, an exempted company incorporated in Cayman Islands
and a direct wholly-owned subsidiary of PubCo (" Merger Sub 1 "), and (iv) Bestpath Merger Sub II Inc., a Delaware corporation
and a direct wholly-owned subsidiary of PubCo (" Merger Sub 2 " and, together with PubCo and Merger Sub 1, each an " Acquisition
Entity " and collectively, the " Acquisition Entities ").

 Pursuant to the Agreement and subject to the terms
and conditions set forth therein, (i) Merger Sub 1 will merge with and into Huture (the " Initial Merger ") whereby the
separate existence of Merger Sub 1 will cease and Huture 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
the Company (the " SPAC Merger ", and together with the Initial Merger, the " Mergers "), the separate
existence of Merger Sub 2 will cease and the Company 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 at $ 1.0 billion prior to the closing of the Mergers (the " Closing "). As a result of the Mergers, among other
things, (i) each outstanding share in Huture shall automatically be cancelled, and in exchange for the right to receive newly issued ordinary
shares in PubCo (" PubCo Ordinary Shares ") 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
Ordinary Share, (iv) each outstanding SPAC Right will be cancelled and cease to exist in exchange for one-fifth (1/5) PubCo 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 Ordinary
Share will have a value at the time of the Closing of $ 10.00. All capitalized terms used in this and preceding paragraphs and not defined
shall have the meanings ascribed to them in the Agreement.

 Additional Agreements Executed in Connection
With the Agreement

 Huture Voting and Support Agreement

 Concurrently with the execution of the Agreement,
certain shareholders of Huture, representing more than fifty percent ( 50 %) of the equity interests in Huture, have entered into a voting
and support agreement with Huture, 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 Agreement. The Huture voting and support agreement signed together with
the Bestpath Merger Agreement terminated concurrently with the termination of the Bestpath Merger Agreement.

 F- 10

 Sponsor Support Agreement

 Concurrently with the execution of the 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 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.

 Non-compliance with Nasdaq Listing Rules

 On February 28, 2024, the Company received a written
notice (the "February Notice") from the Listing Qualifications staff (the "Staff") of Nasdaq, notifying us that
it currently does not satisfy Listing Rule 5550(a)(3), which requires us to have at least 300 public holders (as defined in Listing Rule
5005(a)(36)) for continued listing on the Nasdaq Capital Market (the "Minimum Public Holders Rule"). The February Notice states
that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. The Company submitted
a plan to regain compliance with the Minimum Public Holders Rule on April 15, 2024.

 On August 28, 2024, the Company received a written
notice (the "Letter") from The Nasdaq Stock Market LLC ("Nasdaq") indicating that, because the Company has not
regained compliance with Listing Rule 5550(a)(3) (the "Minimum Public Holders Rule"), which requires the Company to have at
least 300 public holders for continued listing on Nasdaq, trading of the Company's common stock would be suspended at the opening
of business on September 6, 2024 and a Form 25-NSE will be filed with the SEC, which will remove the Company's securities (including
the units, common stock, and rights) from listing and registration on Nasdaq, unless the Company requests a hearing to appeal this determination
by 4:00 p.m. Eastern Time on September 4, 2024. The Letter also indicates that the Company is delinquent in filing its quarterly report
on Form 10-Q for the quarterly period ended September 30, 2024, which serves as an additional basis for delisting the Company's
securities from The Nasdaq Capital Market in light of the Company's non-compliance with Minimum Public Holders Rule. The Company
requested an appeal and stay of the suspension in accordance with the Letter on September 4, 2024 and subsequently filed the Form 10-Q
on November 14, 2024.

 On November 4, 2024, the Company received a decision
letter from the Nasdaq Hearings Panel (" Panel ") granting the Company's request to continue its listing on The
Nasdaq Stock Market LLC (" Nasdaq "), subject to the condition that, on or before February 24, 2025, the Company shall
demonstrate compliance with Nasdaq Listing Rule 5505 (the " Rule "). This decision follows the Company's hearing
before the Panel on October 17, 2024, regarding its non-compliance with Nasdaq Listing Rule 5550(a)(3) (the " Minimum Public Holders
Rule "). In its written notice, the Panel stated that during the granted exception period the Company must promptly notify the
Panel of any significant developments, particularly any event, condition or circumstance that may impact its ability to meet the terms
of the exception granted by the Panel and that the Panel reserves the right to reconsider the granted exception in such an instance.

 On March 6, 2025, the
Company received a determination letter (the "Delisting Notification") from the Nasdaq stating that the Panel has determined
to delist the Company's securities from the Nasdaq Capital Market, and Nasdaq will accordingly suspend trading in the Company's
securities, effective at the opening of trading on March 7, 2025, because the Company has not demonstrated compliance with the Rule.

 Pursuant to the Delisting
Notification, the Company has a period of 15 days from the date of the Delisting Notification to submit a written request for a review
of the Panel's delisting determination by the Nasdaq Listing and Hearing Review Council (the "Listing Council"). The
Company determined not to request a review of the delisting determination by the Listing Counsel and expects that a Form 25-NSE will be
filed with the SEC, which would remove the Company's securities from listing and registration on Nasdaq.

 Nasdaq suspended trading in the Company's
securities on March 7, 2025. The Company's shares of common stock, units and rights are currently quoted on the over-the-counter
trading market under the symbols "AQUC," "AQUNU" and "AQUNR", respectively.

 F- 11

 Going Concern Consideration

 As of December 31, 2024, the Company had $ 7,830
in cash and working capital deficit of $ 2,724,242. During 2023, the Sponsor provided loans totaling $ 449,780 (excluding $ 99,846 converted
from amount due to related party), to be used, in part, for transaction costs related to the Business Combination (see Note 5). On January
4, 2024 and March 30, 2024, the Company issued an unsecured promissory note to the Sponsor in the aggregate principal amount of $ 300,000
(including the conversion of $ 97,052 which was outstanding balance as of December 31, 2023 due to Sponsor) and $ 100,000, respectively,
to be used, in part, for transaction costs related to the Business Combination. On June 29, 2023, October 4, 2023 and December 29, 2023,
Bestpath deposited into the Trust Account $ 210,000, $ 210,000 and $ 70,000 (totaling $ 490,000), respectively, and from January 2024 to April
2024, Bestpath provided loans of $ 70,000 each month to the Company to fund the amount required to extend the Business Combination Period
to May 6, 2024. On May 2, 2024, June 4, 2024 and July 8, 2024, Bestpath provided a loan of $ 20,000 each time to the Company to fund the
amount required to extend the Business Combination Period to August 6, 2024. From August 2024 to April 2025, Huture provided a loan of
$ 20,000 each time to the Company to fund the amount required to extend the Business Combination Period to May 6, 2025.

 The Company has until May 6, 2025 to consummate
a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by this time. If a Business
Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution. The Company expects to
continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in
pursuit of the consummation of a Business Combination. The Company may need to obtain additional financing either to complete its Business
Combination or because it becomes obligated to redeem a significant number of public shares upon consummation of its Business Combination,
in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance
with applicable securities laws, the Company would only complete such financing simultaneously with the completion of our Business Combination.
If the Company is unable to complete its Business Combination because it does not have sufficient funds available, it will be forced to
cease operations and liquidate the Trust Account. In addition, following the Business Combination, if cash on hand is insufficient, the
Company may need to obtain additional financing in order to meet its obligations.

 In connection with the Company's assessment
of going concern considerations in accordance with Financial Accounting Standard Board's Accounting Standards Update ("ASU")
2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern", management has determined
that if the Company is unable to complete a Business Combination by May 6, 2025 (unless the Company extends the time to complete a Business
Combination), then the Company will cease all operations except for the purpose of liquidating. The date for liquidation and subsequent
dissolution as well as its liquidity condition raise substantial doubt about the Company's ability to continue as a going concern.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Risks and Uncertainties

 Management has evaluated the impact of persistent
inflation, financial market instability, including the recent bank failures, the lingering effects of the COVID-19 pandemic and certain
geopolitical events, including the conflict in Ukraine and the surrounding region, and has concluded that while it is reasonably possible
that the risks and uncertainties related to or resulting from these events could have a negative effect on the Company's financial
position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date
of these financial statements. The financial statements do not include any adjustments that might result from the outcome of these risks
and uncertainties.

 F- 12

 On August 16, 2022, the Inflation Reduction Act
of 2022 (the "IR Act") was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1 % excise
tax on certain repurchases (including redemptions) of stock by publicly traded domestic (i.e., U.S.) corporations and certain domestic
subsidiaries of publicly traded foreign corporations. The excise tax is imposed on the repurchasing corporation itself, not its stockholders
from which shares are repurchased. The amount of the excise tax is generally 1 % of the fair market value of the shares repurchased at
the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair
market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition,
certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the "Treasury") has been given authority
to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. The IR Act applies only to
repurchases that occur after December 31, 2022.

 Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any "PIPE"
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company's ability to complete a Business Combination.

 At this time, it has been determined that the
IR Act tax provisions have an impact to the Company's fiscal 2023 and fiscal 2024 tax provision as there were redemptions by the
public stockholders in June 2023 and May 2024; as a result, the Company recorded $ 546,877 (including estimated penalty and interest of
$ 55,670) and $ 259,438 excise tax liability as of December 31, 2024 and 2023, respectively. During the second quarter of 2024, the Internal
Revenue Service issued final regulations with respect to the timing and payment of the Excise Tax. Pursuant to those regulations, the
Company would need to file a return and remit payment for any liability incurred during the period from January 1, 2023 to December 31,
2023 on or before October 31, 2024. The Company is currently evaluating its options with respect to payment of this obligation. If the
Company is unable to pay its obligation in full, it will be subject to additional interest and penalties which are currently estimated
at 8 % interest per annum and a 5 % underpayment penalty per month or portion of a month up to 25 % of the total liability for any amount
that is unpaid from November 1, 2024 until paid in full. As of April 15, 2025, the Company has not paid excise taxes.

 Note 2 — Summary of Significant Accounting
Policies

 Basis of Presentation

 The accompanying financial statements are presented
in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant to the rules
and regulations of the SEC. Accordingly, they include all of the information and footnotes required by GAAP. In the opinion of management,
all adjustments (consisting of normal accruals) considered for a fair presentation have been included.

 Emerging Growth Company

 The Company is 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"), and it may 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 independent
registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations
regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding
advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

 F- 13

 Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that
a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company's financial statements with another public company that is neither an emerging growth company nor an emerging growth
company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 Use of Estimates

 In preparing of financial statements in conformity
with U.S. GAAP, the Company's management makes estimates and assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the financial statements and the reported expenses during the reporting
period.

 Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 Cash and Cash Equivalents

 The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 7,830 and $ 339 in cash
and none in cash equivalents as of December 31, 2024 and December 31, 2023, respectively.

 Investments Held in Trust Account

 The Company's portfolio of investments held
in the Trust Account is comprised of investments in money market funds that invest in U.S. government securities. The Company's
investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance sheet at fair
value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held in Trust Account
are included in interest earned on marketable securities held in Trust Account in the accompanying statements of operations. The estimated
fair value of investments held in the Trust Account is determined using available market information. As of December 31, 2024 and 2023,
the Trust Account had balance of $ 9,255,615 and $ 31,960,267, respectively. The interest earned from the Trust Account totaled $ 895,349
and $ 2,121,986, respectively, for the year ended December 31, 2024 and 2023, which was fully reinvested into the Trust Account as earned
and unrealized gain on investments and therefore presented as an adjustment to the operating activities in the Statements of Cash Flows.

 Income Taxes

 The Company follows the asset and liability method
of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that is included in the enactment date. Valuation allowances
are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 F- 14

 ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits
to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

 ASC 740 identifies usage of an effective annual
tax rate and allows for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing
the effective tax rate for the Company is complicated due to the potential impact of the timing of any Business Combination expenses and
the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax
expense in a current period based on ASC 740-270-25-3 which states, "If an entity is unable to estimate a part of its ordinary income
(or loss) or the related tax (benefit) but is otherwise able to make a reasonable estimate, the tax (or benefit) applicable to the item
that cannot be estimated shall be reported in the interim period in which the item is reported." The Company believes its calculation
to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and
its impact on the effective tax rate. As such, the Company is computing its taxable income (loss) and associated income tax provision
based on actual results through December 31, 2024.

 ASC 740 prescribes a recognition threshold and
a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax
return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized
tax benefits and no amounts accrued for interest and penalties as of December 31, 2024 and 2023. The Company is currently not aware of
any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject
to income tax examinations by major taxing authorities since inception.

 The Company has identified the United States as
its only "major" tax jurisdiction.

 The Company may be subject to potential examination
by federal and state taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing
and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company's
management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 Excise Taxes

 In connection with redemptions by the public stockholders
in June 2023 and May 2024, the Company recorded excise tax liabilities of $ 546,877 (including estimated penalty and interest of $ 55,670)
and $ 259,438 as of December 31, 2024 and 2023, respectively, which were charged directly to the accumulated deficit account. The Company
recognizes accrued interest and penalties resulting from unpaid excise taxes as part of the excise tax expense to remain consistent with
the IR Act tax provisions.

 Net Income (Loss) Per Share

 The Company complies with accounting and disclosure
requirements of FASB ASC 260, Earnings Per Share. The statements of operations include a presentation of income (loss) per redeemable
share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income
(loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss)
allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net
loss less any dividends paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number
of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the
common shares subject to possible redemption was considered to be dividends paid to the public stockholders. As of December 31, 2024 and
2023, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary
shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the
period presented.

 F- 15

 The net income (loss) per share presented in the statements of operations
is based on the following:

 For the Year Ended

 2024

 2023

 Net (loss) income

 $
)

 $

 Accretion of common stock to redemption value (1)

 ( 472,256
)

 ( 10,332,578
)

 Net loss including accretion of common stock to redemption value

 $
 ( 829,370
)

 $
 ( 9,334,661
)

 For the Year Ended
 December 31, 2024

 For the Year Ended
 December 31, 2023

 Redeemable
 shares

 Non- redeemable
 shares

 Redeemable
 shares

 Non- redeemable
 shares

 Basic and diluted net income (loss) per common stock

 Numerator:

 Allocation of net loss

 $
 ( 410,296
)

 $
 ( 419,074
)

 $
 ( 6,710,181
)

 $
 ( 2,624,480
)

 Accretion of common stock to redemption value (1)

 472,256

 —

 10,332,578

 —

 Allocation of net income (loss)

 $
 61,960

 $
 ( 419,074
)

 $
 3,622,397

 $
 ( 2,624,480
)

 Denominator:

 Basic and diluted weighted average shares outstanding

 1,589,067

 4,149,786

 Basic and diluted net income (loss) per common stock

 $
 0.04

 $
 ( 0.26
)

 $
 0.87

 $
 ( 1.62
)

 (1)
 Accretion
amount includes fees deposited into the Trust Account to extend the time for the Company to complete the Business Combination and franchise
and income taxes paid out of the Trust Account.

 Concentration of Credit Risk

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage of $ 250,000. As of December 31, 2024 and 2023, the Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.

 Fair Value of Financial Instruments

 The fair value of the Company's assets and
liabilities, which qualify as financial instruments under ASC 825, "Financial Instruments," approximates the carrying
amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 Common Stock Subject to Possible Redemption

 The Company accounts for its common stock subject
to possible redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Common stock
subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable
common stock (including common stock that feature redemption rights that is either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control) is classified as temporary equity. At all other
times, common stock is classified as stockholders' equity. The Company's common stock features certain redemption rights that
are considered to be outside of the Company's control and subject to occurrence of uncertain future events. Accordingly, common
stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders' equity section
of the Company's balance sheet.

 F- 16

 The Company has made a policy election in accordance
with ASC 480-10-S99-3A and recognizes changes in redemption value in accumulated deficit over an expected 12-month period leading up to
a Business Combination. As of December 31, 2024 and 2023, the Company recorded $ 472,256 and $ 10,332,578, respectively, accretion of common
stock to redemption value.

 At December 31, 2024, the amount of common stock
subject to possible redemption reflected in the balance sheet are reconciled in the following table:

 Gross proceeds

 $
 54,171,800

 Less:

 Proceeds allocated to public rights

 ( 6,446,444
)

 Allocation of offering costs related to redeemable shares

 ( 3,714,253
)

 Plus:

 Accretion of carrying value to redemption value

 3,560,360

 Common stock subject to possible redemption- December 31, 2022

 47,571,463

 Plus:

 Accretion of carrying value to redemption value – for the year ended December 31, 2023

 10,332,578

 Redeemed common stock payable to public stockholders

 ( 25,943,773
)

 Common stock subject to possible redemption- December 31, 2023

 $
 31,960,268

 Plus:

 Accretion of carrying value to redemption value - for the year ended December 31, 2024

 472,256

 Redeemed common stock payable to public stockholders

 ( 23,176,909
)

 Common stock subject to possible redemption- December 31, 2024

 $

 Convertible Promissory Note

 The Company elects an early adoption of the FASB
issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") and accounts for its convertible promissory
notes as debt (liability) on the balance sheet. The Company's assessment of the embedded conversion feature (see Note 5 - Related
Party Transactions) considers the derivative scope exception guidance under ASC 815 pertaining to equity classification of contracts in
an entity's own equity. The conversion feature of these promissory notes meets the definition of a derivative instrument. However,
bifurcation of conversion feature from the debt host is not required because the conversion feature meets ASC 815 scope exception, as
the promissory notes are convertible in shares of the Company's common stock which is considered indexed to the Company's
own stock and classified in stockholders' equity.

 Recent Accounting Pronouncements

 In December 2023, the FASB issued ASU 2023-09,
"Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09"). This ASU requires
that public business entities must annually "(1) disclose specific categories in the rate reconciliation and (2) provide
additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to
or greater than 5 percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate)."
A public entity should apply the amendments in ASU 2023-09 prospectively to all annual periods beginning after December 15,
2024. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations
or cash flows.

 Management does not believe that any recently
issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company's financial
statements.

 F- 17

 Note 3 — Initial Public Offering

 On October 6, 2022, the Company sold 5,000,000
Units at a price of $ 10.00 per Unit, generating gross proceeds of $ 50,000,000 related to its IPO. The Company granted the underwriter
a 45 -day option to purchase up to an additional 750,000 Units at the IPO price to cover over-allotments, if any. On October 14, 2022,
the underwriters partially exercised the over-allotment option to purchase 417,180 Over-Allotment Option Units at $ 10.00 per Unit generating
total gross proceeds of $ 4,171,800. Each Unit consists of one share of common stock and one right ("Public Right"). Each Public
Right will convert into one-fifth (1/5) of one share of common stock upon the consummation of a Business Combination.

 All of the 5,417,180 Public Shares sold as
part of the Public Units in the IPO (including the Over-Allotment Option Units) contain a redemption feature which allows for the redemption
of such Public Shares if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with
certain amendments to the Company's amended and restated certificate of incorporation, or in connection with the Company's
liquidation. In accordance with the SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC
480-10-S99, redemption provisions not solely within the control of the Company require common stock subject to redemption to be classified
outside of permanent equity.

 The Company's redeemable common stock is
subject to SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99. If it is probable
that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the
period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the
earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying
amount of the instrument to equal the redemption value at the end of each reporting period.

 The Company has made a policy election in accordance
with ASC 480-10-S99-3A and recognizes changes in redemption value in additional paid-in capital (or accumulated deficit in the absence
of additional paid-in capital) over an expected 12-month period leading up to a Business Combination.

 Note 4 — Private Placement

 Simultaneously with the closing of the IPO on
October 6, 2022, the Sponsor purchased an aggregate of 256,250 Private Units at a price of $ 10.00 per Private Unit for an aggregate purchase
price of $ 2,562,500 in a private placement. Each Private Unit will consist of one share of common stock ("Private Share")
and one right ("Private Right"). On October 14, 2022, simultaneously with the sale of the Over-Allotment Option Units, the
Company consummated the sale of an additional 12,515.40 Private Units generating gross proceeds of $ 125,154. Each Private Right will convert
into one-fifth (1/5) of one share of common stock upon the consummation of a Business Combination. The net proceeds from the Private Units
were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within
the Combination Period, the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject
to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

 Note 5 — Related Party Transactions

 Insider Shares

 On April 1, 2021, the Company issued 1,437,500
shares of common stock to the Initial Stockholders (the "Insider Shares") for an aggregated consideration of $ 25,000, The
Insider Shares include an aggregate of up to 187,500 shares subject to forfeiture by the Initial Stockholders to the extent that the underwriters'
over-allotment is not exercised in full, so that the Initial Stockholders will collectively own 20 % of the Company's issued and
outstanding shares after the IPO (assuming the Initial Stockholders do not purchase any Public Shares in the IPO and excluding the Private
Units). As a result of the partial exercise of the underwriters' over-allotment option which was closed on October 14, 2022, the
Company cancelled an aggregate of 83,205 Insider Shares.

 F- 18

 The Initial Stockholders have agreed, subject
to certain limited exceptions, not to transfer, assign or sell any of their Insider Shares until, with respect to 50 % of the Insider Shares,
the earlier of six months after the consummation of a Business Combination and the date on which the closing price of the common stock
equals or exceeds $ 12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for
any 20 trading days within a 30 -trading day period commencing after a Business Combination and, with respect to the remaining 50 % of the
Insider Shares, until the six months after the consummation of a Business Combination, or earlier, in either case, if, subsequent to a
Business Combination, the Company completes a liquidation, merger, stock exchange or other similar transaction which results in all of
the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property.

 Promissory Note — Related Party

 On February 8, 2023, February 23, 2023 and March
31, 2023, the Sponsor provided the Company a loan of $ 100,000 ("Promissory Note 1"), $ 140,000 ("Promissory Note 2")
and $ 130,000 ("Promissory Note 3"), respectively, to be used, in part, for transaction costs related to the Business Combination.
On June 26, 2023, the Sponsor provided a loan of $ 179,626 ("Promissory Note 4") including the conversion of $ 99,846 due to
related party (see below) for working capital purposes. The Sponsor has the right to convert these four promissory notes into shares of
the Company common stock at a fixed price of $ 10.00 per share at any time when these promissory notes remain outstanding.

 On January 4, 2024 and March 30, 2024, the Company
issued an unsecured promissory note to the Sponsor in the aggregate principal amount of $ 200,000 (including the conversion of $ 97,052
which was outstanding balance as of December 31, 2023 due to Sponsor) ("Promissory Note 5") and $ 100,000 ("Promissory
Note 6"), respectively, to be used, in part, for transaction costs related to the Business Combination. The Sponsor has the right
to convert both promissory notes into shares of the Company common stock at a price of approximately $ 8.33 per share at any time when
these promissory notes remain outstanding.

 Each Promissory Note is unsecured, interest-free
and payable on the earlier of: 1) the date on which the Company consummates an initial business combination, or 2) the date the Company
liquidates if a business combination is not consummated. As of December 31, 2024 and 2023, $ 849,626 and $ 549,626 were outstanding, respectively,
under all the Promissory Notes.

 Due to Related Party

 The Company received additional funds from the
Sponsor to finance transaction costs in connection with searching for a target business and for general working capital purposes. On June
26, 2023, $ 99,846 outstanding amount due to related party was converted to Promissory Note 4 (see above). As of December 31, 2024 and
2023, the amount due to related party was $ 148,757 and $ 97,052, respectively; of which $ 97,052 was subsequently converted to Promissory
Note 5 (see above).

 Note 6 — Commitments and Contingency

 Registration Rights

 The holders of the Founder Shares, Private Units (and
all underlying securities), and any shares that may be issued upon conversion of working capital loans will be entitled to registration
rights pursuant to a registration rights agreement signed on the effective date of IPO. The holders of the majority of these securities
are entitled to make up to three demands that the Company register such securities. The holders of the majority of the Founder Shares
can elect to exercise these registration rights at any time commencing three months prior to the date on which the Founder Shares
are to be released from escrow. The holders of a majority of the Private Units and units issued in payment of working capital loans
made to the Company can elect to exercise these registration rights at any time commencing on the date that the Company consummates a
Business Combination. In addition, the holders have certain "piggy-back" registration rights with respect to registration
statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.

 F- 19

 Underwriting Agreement

 The Company has granted the underwriters a 45 -day
option from the date of the prospectus to purchase up to 750,000 additional Units to cover over-allotments, if any, at the IPO price
less the underwriting discounts and commissions.

 The underwriters were paid a cash underwriting
discount of $ 812,577. In addition, the underwriters are entitled to a deferred fee of 3.5 % of the gross proceeds of the IPO, or $ 1,896,013,
which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the
underwriting agreement. The underwriters are also entitled to 0.75 % of the gross proceeds of the IPO in the form of common stock of the
Company at a price of $ 10.00 per share, to be issued if the Company closes a business combination. In addition, the Company has agreed
to issue to Chardan and/or its designees 54,172 Private Units as a deferred underwriting commission if the Company closes a business combination.
If a business combination is not consummated, such Private Units will not be issued and Chardan's (and/or its designees) right to
receive them will be forfeited.

 Unit Purchase Option

 On October 6, 2022, the Company sold to Chardan
(and/or its designees), for $ 100, an option ("UPO") to purchase 97,509 Units (including the over-allotment option units).
The UPO is exercisable at any time, in whole or in part, between the close of the Business Combination and fifth anniversary of the date
of the Business Combination at a price per Unit equal to $ 11.50 (or 115 % of the volume weighted average trading price of the ordinary
shares during the 20 trading day period starting on the trading day immediately prior to consummation of an initial business
combination). The option and the underlying securities that may be issued upon exercise of the option, have been deemed compensation by
FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(e)(1) of FINRA's NASDAQ Conduct Rules. Additionally,
the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period)
following the date of IPO except to any underwriter and selected dealer participating in the IPO and their bona fide officers or partners.

 Legal Fee

 The Company engaged Hunter Taubman Fischer & Li
LLC to represent them in connection with their initial business combination. Fees are payable upon meeting each milestone, of which $ 350,000
will be paid upon closing of the Business Combination.

 Note 7 — Stockholders' Deficit

 Common Stock — The Company
is authorized to issue 10,000,000 shares of common stock with a par value of $ 0.0001 per share. Holders of the common stock are entitled
to one vote for each share. As of December 31, 2021, there were 1,437,500 shares of common stock issued and outstanding, of which an aggregate
of up to 187,500 shares are subject to forfeiture to the extent that the underwriters' over-allotment option is not exercised in
full, so that the initial stockholders will own 20 % of the issued and outstanding shares after the IPO (assuming the initial stockholders
do not purchase any public units in the IPO and excluding the Private Shares underlying the Private Units). As a result of the partial
exercise of the underwriters' over-allotment option which was closed on October 14, 2022, 104,295 shares of the total 187,500 shares
of common stock were no longer subject to forfeiture. As of December 31, 2024 and 2023, there were 1,623,060 shares of common stock issued
and outstanding (excluding 805,352 shares and 2,930,090 subject to possible redemption as of December 31, 2024 and 2023, respectively).

 Rights — Each holder of a
right will receive one-fifth (1/5) of one share of common stock upon consummation of a Business Combination, even if the holder of such
right redeemed all shares held by it in connection with a Business Combination. No fractional shares will be issued upon conversion of
the rights. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares upon
consummation of a Business Combination, as the consideration related thereto has been included in the Unit purchase price paid for by
investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company
will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration
the holders of the common stock will receive in the transaction on an as-converted into common stock basis and each holder of a right
will be required to affirmatively convert its rights in order to receive one-fifth (1/5) of one share underlying each right (without paying
additional consideration). The shares issuable upon conversion of the rights will be freely tradable (except to the extent held by affiliates
of the Company).

 F- 20

 If the Company is unable to complete a Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive
any of such funds with respect to their rights, nor will they receive any distribution from the Company's assets held outside of
the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure
to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company
be required to net cash settle the rights. Accordingly, the rights may expire worthless.

 Note 8 — Fair Value Measurements

 The fair value of the Company's financial
assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities
based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 Level 1:

 Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2:

 Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 Level 3:

 Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 The following tables present information about
the Company's assets that are measured at fair value on a recurring basis as of December 31, 2024 and 2023 and indicate the fair
value hierarchy of the valuation inputs the Company utilized to determine such fair value.

 2024

 Quoted
 Prices in
 Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Assets

 Marketable securities held in the Trust Account

 —

 —

 2023

 Quoted
 Prices in
 Active
 Markets
 (Level 1)

 Significant
 Other
 Observable
 Inputs
 (Level 2)

 Significant
 Other
 Unobservable
 Inputs
 (Level 3)

 Assets

 Marketable securities held in the Trust Account

 31,960,267

 31,960,267

 —

 —

 F- 21

 Note 9 — Income Taxes

 The Company's net deferred tax assets are
as follows:

 2024

 2023

 Deferred tax asset (liability)

 Net operating loss carryforward

 $
 —

 $
 —

 Startup/Organization Expenses

 286,379

 174,157

 Amortization of startup cost

 ( 5,793
)

 ( 2,897
)

 Unrealized gain on investments held in Trust Account

 ( 7,275
)

 ( 29,727
)

 Total deferred tax asset (liability)

 273,311

 141,533

 Valuation allowance

 ( 273,311
)

 3,147

 Deferred tax asset, net of allowance

 $
 —

 $
 144,680

 The income tax provision consists of the following:

 For the year ended

 2024

 2023

 Federal

 Current

 $
 202,906

 $
 406,920

 Deferred

 ( 131,777
)

 ( 144,680
)

 State

 Current

 $
 —

 $
 —

 Deferred

 —

 —

 Change in valuation allowance

 276,457

 —

 Income tax provision

 $
 347,586

 $
 262,240

 A reconciliation of the Company's statutory
income tax rate to the Company's effective income tax rate is as follows:

 For the year ended

 2024

 2023

 Income at U.S. statutory rate

 21.0
 %

 21.0
 %

 State taxes, net of federal benefit

 0.0
 %

 0.0
 %

 Transaction costs

 ( 765.4
)%

 3.5
 %

 True up

 0.0
 %

 ( 3.7
)%

 Change in valuation allowance

 ( 2,901.2
)%

 0.0
 %

 ( 3,645.6
)%

 20.8
 %

 As of December 31, 2024 and 2023, the Company
did not have any U.S. federal and state net operating loss carryovers available to offset future taxable income.

 In assessing the realization of the deferred tax
assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which
temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of
the information available, management believes that significant uncertainty exists with respect to future realization of the deferred
tax assets and has therefore established a full valuation allowance. The change in the valuation allowance was $ 276,457 and $ 0 for the
year ended December 31, 2024 and 2023, respectively.

 F- 22

 The provisions for U.S. federal and state income
taxes were $ 347,586 and $ 262,240 for the year ended December 31, 2024 and 2023, respectively. The Company's tax returns for the
years ended December 31, 2024, 2023 and 2022 and for the period from March 11, 2021 (inception) through December 31, 2021 remain open
and subject to examination based on the IRS Assessment Statute Expiration Date which is within three years after tax returns were due.
As of April 15, the Company has not filed its tax returns for the years ended December 31, 2024.

 Note 10 — Other Loans

 Due to Huture

 The Company received additional funds from Huture
to finance transaction costs in connection with the proposed business combination and for general working capital purposes. As of December
31, 2024 and 2023, the total amount due to Huture was $ 240,514 and $0, respectively.

 Promissory Note — Bestpath

 On June 29, 2023 and October 3, 2023, Bestpath
provided a loan of $ 210,000 each time to the Company. On December 29, 2023, the Company received the advance of $ 70,000 from Bestpath
for the promissory note issued on January 3, 2024. On February 2, 2024, March 1, 2024 and April 8, 2024, the Company issued an unsecured
promissory note of $ 70,000 each time to Bestpath in exchange for Bestpath depositing such amount into the Company's trust account
in order to extend the amount of time it has available to complete a business combination. On May 2, 2024, June 4, 2024 and July 8, 2024,
the Company issued an unsecured promissory note of $ 20,000 each time to Bestpath in exchange for Bestpath depositing such amount into
the Company's trust account in order to extend the amount of time it has available to complete a business combination. These funds
were amounts required to extend the Business Combination Period to August 6, 2024. All Bestpath promissory notes are unsecured, interest-free
and payable on the earlier of: 1) the date on which the Company consummates an initial business combination, or 2) the date of the merger
agreement with Bestpath is terminated, or 3) the outside closing date defined in the merger agreement. Bestpath has the right to convert
the promissory notes into shares of the Company common stock at approximately $ 8.33 per share. As of December 31, 2024 and 2023, $ 760,000
and $ 490,000 were outstanding respectively, under the Bestpath promissory notes.

 Promissory Note — Huture

 Huture deposited into trust account of $ 20,000
each month from August 2024 to December 31, 2024 in order to extend the Business Combination Period to January 6, 2025. In exchanging
these deposits, the Company issued the unsecured promissory notes to Huture totaling $ 100,000. The promissory notes are unsecured, interest-free
and payable on the earlier of: 1) the date on which the Company consummates an initial business combination, or 2) the date of the merger
agreement with Huture is terminated, or 3) the outside closing date defined in the Merger Agreement. In addition, Huture has the right
to convert the promissory note into shares of the Company common stock at a price of approximately $ 8.33 per share. As of December 31,
2024 and 2023, $ 100,000 and $0 were outstanding respectively, under the Huture promissory notes.

 Note 11 — Subsequent Events

 The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. Based on the review, management identified
the following subsequent events that would have required disclosure in the financial statements.

 Promissory Note - Huture

 On January 5, 2025, February 5, 2025, March 6,
2025, and April 6, 2025, the Company issued an unsecured promissory note of $ 20,000 each time to Huture in exchange for Huture depositing
such amount into the Company's trust account in order to extend the Business Combination Period to May 6, 2025. The promissory notes
are unsecured, interest-free and payable on the earlier of: 1) the date on which the Company consummates an initial business combination,
or 2) the date of the merger agreement with Huture is terminated, or 3) the outside closing date defined in the Merger Agreement. In addition,
Huture has the right to convert the promissory note into shares of the Company common stock at a price of approximately $ 8.33 per share.

 Financial Advisory Agreement

 On January 17, 2025, the Company entered
into a financial advisory agreement with Arbor Lake Investment Limited ("Arbor Lake"), according to which, Arbor Lake was
retained by the Company 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. 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 %.

 F- 23

 Nasdaq Delisting

 On March 6, 2025, the
Company received a determination letter (the "Delisting Notification") from the Nasdaq stating that the Panel has determined
to delist the Company's common stock from the Nasdaq Capital Market, and Nasdaq will accordingly suspend trading in the Company's
securities, effective at the opening of trading on March 7, 2025, because the Company has not demonstrated compliance with the Rule.

 Pursuant to the Delisting
Notification, the Company has a period of 15 days from the date of the Delisting Notification to submit a written request for a review
of the Panel's delisting determination by the Nasdaq Listing and Hearing Review Council (the "Listing Council"). The
Company determined not to request a review of the delisting determination by the Listing Counsel and expects that a Form 25-NSE will be
filed with the SEC, which would remove the Company's securities from listing and registration on Nasdaq.

 Nasdaq suspended trading in the Company's
common stock on March 7, 2025. The Company's shares of common stock, units and rights are currently quoted on the over-the-counter
trading market under the symbols "AQUC," "AQUNU" and "AQUNR", respectively.

 Benjamin Securities Complaint

 On March 20, 2025, Benjamin Securities, Inc. ("Benjamin
Securities") filed a complaint against the Company, alleging non-payment of $ 77,500 for services rendered and seeking certain relief.
On April 4, 2025, the Company and Benjamin Securities reached a settlement, pursuant to which the Company agreed to pay the full amount
of $ 77,500 by the close of business on April 7, 2025. The Company fulfilled the payment obligation within the agreed timeframe, and Benjamin
Securities subsequently withdrew its claims.

 Definitive Proxy – Extension of Combination
Period

 On April 14, 2025, the Company filed a definitive
proxy statement in connection with an upcoming annual meeting of its stockholders to, among other things, seek an extension of the Combination
Period from May 6, 2025 to May 6, 2026.

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