HUTURE Ltd. entered into a definitive merger agreement to acquire Aquaron Acquisition Corp. (NasdaqCM:AQU) in a reverse merger transaction on July 12, 2024. The Mergers implies a current equity value of the Company 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 Company 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. Following the Closing and in addition to the Merger Consideration Shares, PubCo is entitled to (a) set up an equity incentive pool, representing 15% of the share capital of the PubCo on a post-Closing fully diluted basis, (b) issue an aggregate of up to10,000,000 PubCo Ordinary Shares (the ? Earnout Shares ?) to the Company?s shareholders who hold the Company?s shares as of immediately prior to the effective time of the Initial Merger on a pro rata basis. Upon closing, the current shareholders of HUTURE will retain a majority of the outstanding shares of the Combined Business and HUTURE will designate all of the proposed directors for the Combined Company board. The merger will result in HUTURE being operated under a holding entity named HUTURE Group Limited, an exempted company incorporated in Cayman Islands ("Pubco") and plans to trade on the Nasdaq Stock Market.

The transaction is subject to, among other things, approval by the shareholders of Aquaron and HUTURE, regulatory approvals and other customary closing conditions, including a registration statement on Form F-4 (the "Registration Statement") to be filed by the Pubco being declared effective by the SEC, provided that no less than 95% of the Closing Payment Shares shall be subject to the Company Shareholders Lock-up Agreement, and the listing application of the Pubco being approved by the Nasdaq Stock Market LLC. The board of directors of both HUTURE and Aquaron have unanimously approved the Proposed Transaction, which is expected to be completed later this year.

Pillsbury Winthrop Shaw Pittman LLP, Commerce & Finance Law Offices and Ogier are serving as legal counsel to HUTURE. Wilson Sonsini Goodrich & Rosati, P.C. and Jingtian & Gongcheng are serving as legal counsel to Aquaron. Arbor Lake Investment Limited is serving as financial advisor to Aquaron.