Bestpath (Shanghai) IoT Technology Co., Ltd. entered into a definitive merger agreement to acquire Aquaron Acquisition Corp. (NasdaqCM:AQU) from Aquaron Investments LLC and others for $1.2 billion in a reverse merger transaction on March 23, 2023. The proposed transaction reflects an initial equity value of approximately $1.2 billion. The mergers implies a current equity value of Bestpath at $1.2 billion prior to the closing of the mergers (the ?Closing ?). As a result of the mergers, among other things, (i) each outstanding share in Bestpath shall automatically be cancelled, and in exchange for the right to receive newly issued ordinary shares in Aquaron at the exchange ratio. Following the Closing and in addition to the merger consideration Shares, Aquaron shall issue an aggregate of up to 15,000,000 Aquaron Ordinary Shares, the Earn-out Shares. Upon closing, the current shareholders of Bestpath will retain a majority of the outstanding shares of the Combined Business and Bestpath will designate a majority of the proposed directors for the Combined Company board. Upon completion of the business combination, the company will become a publicly traded company on the Nasdaq Stock Market.

The transaction is subject to, among other things, completion of Bestpath?s internal reorganization, approval by the shareholders of Aquaron and Bestpath, regulatory approvals and other customary closing conditions, including a registration statement on Form F-4 (the ?Registration Statement?) to be declared effective by the SEC, Lock-up Agreement, immediately after the closing, combined company having in excess of $5 million in net tangible assets, the requisite third party consents and the listing application of the combined company being approved by the Nasdaq Stock Market LLC. The board of directors of both Bestpath and Aquaron have unanimously approved the Proposed Transaction. The transaction is expected to be completed later this year. As of January 3, 2024 the expected closing date of the transaction is from January 6, 2024 to February 6, 2024. As of February 5, 2024, Bestpath (Shanghai) IoT Technology deposited $0.07 million to trust account to extend expected closing date from February 6, 2024 to March 6, 2024. As on March 1, 2023 Bestpath (Shanghai) IoT Technology Co., Ltd. has has deposited into the Company?s trust account (the ? Trust Account?) an aggregate of $70,000, in order to extend the period of time the extend expected closing date from March 6, 2024 to April 6, 2024. As of April 8, 2024, Bestpath IoT Technology Ltd. ("Bestpath") has deposited into the Company's trust account (the "Trust Account") an aggregate of $70,000, in order to extend the period of time the Company has to complete a business combination for one additional month, from April 6, 2024 to May 6, 2024. As of May 2, 2024, Bestpath IoT Technology deposited into the Aquaron Acquisition's trust account an aggregate of $20,000, in order to extend the period of time Aquaron Acquisition has to complete a business combination for one additional month, from May 6, 2024 to June 6, 2024. As of June 4, 2024, Bestpath IoT Technology deposited into the Aquaron Acquisition's trust account an aggregate of $20,000, in order to extend the period of time Aquaron Acquisition has to complete a business combination for one additional month, from June 6, 2024 to July 6, 2024. As of July 8, 2024, the expected completion date was extended from July 6, 2024 to August 6, 2024.

Jia Yan, Xunming Cui and Yanqiu Liu of Paul Hastings LLP, Zhonglun Law Firm and Ogier acted as legal advisors to Bestpath. Weiheng Chen, Jie Zhu, Sally Yin, Xuchao Dong and Derek E. Wallace of Wilson Sonsini Goodrich & Rosati, P.C. and Jingtian & Gongcheng acted as legal advisors to Aquaron. Arbor Lake Investment Limited acted as financial advisor to Aquaron. Arbor Lake Investment Limited acted as financial advisor to Aquaron.

Bestpath (Shanghai) IoT Technology Co., Ltd. terminated the merger agreement to acquire Aquaron Acquisition Corp. (NasdaqCM:AQU) from Aquaron Investments LLC and others in a reverse merger transaction on July 12, 2024.