(Note: This is a new SPAC (special purpose acquisition company) or blank check offering – a unit offering in which each unit consists of one share of common stock and one right to receive one-fifth (1/5) of a share of common stock upon the consummation of an initial business combination. Each five rights entitle the holder to receive one share of common stock at the closing of a business combination. We will not issue fractional shares. As a result, you must hold rights in multiples of 5 in order to receive shares for all of your rights upon closing of a business combination. We refer to rights as “rights” or the “public rights.” The proposed symbol for Aquaron’s units is “AQUNU” for trading on the NASDAQ. **In an S-1/A filing dated July 29, 2022, Aquaron Acquisition changed the structure of the units to the composition described here above.)

(**Note: The common stock and rights comprising the units will begin separate trading on the 90th day following the date of this prospectus unless Chardan informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading as described in this prospectus, the shares of common stock and rights will be traded on Nasdaq under the symbols “AQU” and “AQUNR,” respectively. We cannot assure you that our securities will continue to be listed on Nasdaq after this offering.)

We intend to focus on operating businesses in the new energy sector. We intend to target businesses with a total enterprise value of between $150 million and $300 million. (Incorporated in Delaware)

New energy-related companies we intend to focus on range from emerging to established solution providers that effectuate or support electric mobility and motion across a wide range of industries, including but not limited to passenger and commercial transportation, warehouse and logistics, factory automation and other tech-enabled “smart” environments.

**Note: 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 PCAOB is unable to inspect for two consecutive years beginning in 2021 and any target company with China operations consolidated through a VIE structure. 

(Note: Aquaron Acquisition Corp. priced its SPAC IPO on Oct. 3, 2022, in sync with the terms in its prospectus: 5.0 million units at $10.00 each to raise $50.0 million. Aquaron’s pricing tips the SPAC IPO count to 80 deals so far in 2022.)