EUROEV Clears the SEC With a $40 Million Funding Gap

MUNICH, Aug. 25, 2026   EUROEV Holdings has an effective merger prospectus and a route to bring Aiways Automobile Europe back to public markets. What it still lacks is the cash base and confirmed Nasdaq listing that would make the electric-vehicle restart investable on its stated terms.

The final prospectus filed Tuesday covers as many as 44,677,866 EUROEV ordinary shares in the combination of Aiways Europe and Hudson Acquisition I Corp. The headline share count can look like a $446.8 million offering at the transaction's $10 reference price. It is not fresh primary capital. Most of the stock is merger consideration, including 41 million shares tied to the agreed $410 million value for Aiways Europe, plus shares replacing Hudson securities and other transaction issuances.

That distinction matters because the operating plan is explicitly capital dependent. Aiways Europe told investors that it needs $40 million of post-closing funding to pursue its restart, while only $5 million was secured when the proxy statement was prepared. A form of subscription agreement included with the registration statement contemplates private placements at $5 a share, half the deal's $10 valuation reference, but it does not establish a fully subscribed financing. IPOGrid reads the discount and the remaining $35 million gap as the central price-discovery issue.

A thin cash bridge to a large valuation

The financial contrast is sharp. Aiways Europe generated just EUR340,769, or about $399,926, of revenue in 2025 and recorded a EUR3.4 million loss before income taxes, according to the latest amended registration statement. Revenue fell from EUR837,046 in 2024. Those figures describe a distributor in suspension-and-restart mode, not a scaled European automaker.

Management's case is that the legacy network has value. Aiways Europe says it has sold roughly 6,000 vehicles since 2020 and has experience across 16 European countries. Its corporate site presents EUROEV as an asset-light “virtual OEM” that would coordinate vehicle sourcing, engineering, compliance, assembly, distribution and aftersales through partners. The company plans a strategic restart in 2027, with Aiways production in Shangrao, China also expected to resume in the second half of that year.

The reviewer’s concern is the distance between that plan and the present operating base. The forecasts used in the transaction process were revised repeatedly as closing slipped. The registration statement says management still expects to reach its original objectives on a delayed timeline if the full $40 million arrives. That conditional is doing substantial work. New products, importer relationships, local assembly and customer support all require funding before volume can validate the $410 million consideration.

Hudson contributes little public float or cash

Hudson no longer supplies the usual SPAC cash cushion. As of June 30, 2026, it reported only 36,771 redeemable public shares and about $414,000 of marketable securities in trust. Its sponsor owned approximately 98.66% of outstanding Hudson common shares and therefore had enough voting power to exert substantial influence over the merger vote. Hudson also reported $8.1 million of total liabilities, including $2.7 million of deferred underwriting commissions, against less than $800,000 of total assets.

Those numbers also correct two misleading deal signals. The $3.715 million sponsor private placement and Chardan Capital Markets underwriting relationship date to Hudson's 2022 blank-check IPO. They are not current cornerstone demand or a new bank-led EUROEV book. The present transaction is a shareholder vote, share exchange and merger, with separate financing still to be assembled.

Listing is the other live condition. Nasdaq suspended Hudson in January 2025 after it failed public-holder, public-float and market-value requirements, and the exchange later completed the delisting. EUROEV must qualify independently under Nasdaq's initial listing standards for the combination to close. The prospectus warns that Hudson's prior delisting increases the risk EUROEV will not obtain approval, even though it does not automatically bar a new listing.

SEC effectiveness moves EUROEV from disclosure review to execution. It does not settle the merger vote, listing application, redemptions, financing or closing. Our interpretation is that the next meaningful evidence will be named outside capital and confirmed exchange approval, not the registered share count. Until then, public investors are being asked to value a 2027 EV restart at $410 million while the cash required to begin that restart remains only partly committed.