Qingze Zhao

About Qingze Zhao

Qingze Zhao is Chief Financial Officer (principal financial and accounting officer) and a director of Aquaron Acquisition Corp. (AQUC), having served in both roles since the company’s inception; he is not an independent director given his executive status . He is 36 years old, holds a Ph.D. in Applied Mechanics from the University of Pennsylvania (2016) and a B.Eng. in Mechanical Engineering from Shanghai Jiao Tong University (2011) . AQUC is a SPAC with no revenues to date and disclosed going-concern uncertainty; its securities were delisted from Nasdaq in March 2025 and now trade OTC, underscoring operating and financing execution risk during his tenure . Zhao’s day-to-day role includes SEC certifications of financial controls and reporting for AQUC .

Past Roles

External Roles

Fixed Compensation

AQUC states it has “not entered into any employment agreements with our executive officers and have not made any agreements to provide benefits upon termination of employment.” No compensation of any kind is paid to existing stockholders (including directors) prior to a business combination; only out-of-pocket expenses may be reimbursed without a stated cap, subject to board/Audit Committee review .

Performance Compensation

No annual or long-term incentive plans, equity awards, or performance metrics tied to pay are disclosed for executives prior to a business combination .

Equity Ownership & Alignment

Citations: Zhao’s ownership 10,000 shares; “less than 1%”; 2,428,412 shares outstanding on record date . Prior proxy showed the same ownership profile earlier in 2025 .
Context: The sponsor (Aquaron Investments LLC) controls 1,578,060 shares (64.98%), which dwarfs individual management stakes; this concentration can amplify sponsor incentives relative to management’s direct holdings .

Stock ownership guidelines and pledging/hedging policies for executives are not disclosed; no pledging by Zhao is disclosed .

Employment Terms

• Employment agreements: None for executive officers; no term, no auto-renewal, no non-compete/non-solicit terms disclosed .
• Severance/change-in-control: No agreements to provide benefits upon termination; no golden parachute or CoC multiples disclosed .
• Clawbacks/tax gross-ups: Not disclosed .
• Expense reimbursement: Executives/directors may be reimbursed for out-of-pocket expenses; no formal cap, subject to board/Audit Committee oversight .

Board Governance

• Board composition and independence: 5 directors; 3 independent (Yanyan Lin, Yang Wang, Xiaoming Ma). Zhao serves as CFO and director (non-independent) .
• Committee memberships and chairs (executive directors are not on committees):
  • Audit Committee: Members Lin, Wang, Ma; Chair Yanyan Lin; no formal meetings in 2024 given SPAC status .
  • Nominating Committee: Members Lin, Wang, Ma; Chair Yang Wang; no meetings in 2024 .
  • Compensation Committee: Members Lin, Wang, Ma; Chair Yang Wang; did not meet in 2024; no compensation consultant used .
• Dual-role implications: Zhao holds a dual role as CFO and director, which raises independence considerations; mitigated by fully independent standing committees and his absence from committee membership .

Director Compensation

No compensation of any kind is paid to directors prior to consummation of a business combination; only expense reimbursement is permitted .

Performance & Track Record

• Operating profile: AQUC is a SPAC with no revenues; auditors highlighted substantial doubt regarding going concern as of year-end 2024 .
• Listing status: Nasdaq delisted AQUC securities effective March 7, 2025; securities now quoted OTC (AQUC, AQUNU, AQUNR) .
• Transaction progress: Company repeatedly extended its business combination window via trust-account contributions funded through promissory notes by prospective counterparties and others; underscores reliance on extensions and counterpart financing while pursuing a merger with Huture .

Compensation Structure Analysis

• Cash vs equity mix: 100% at-risk relative to employment security—no cash or equity comp accrues until a business combination closes .
• Incentive rigor: No disclosed performance metrics or goals; no RSU/PSU/option programs pre-combination .
• Guarantees/discretion: No discretionary or guaranteed payouts disclosed; no employment agreements .
• Repricing/modifications: None disclosed .

Related Party Transactions and Conflicts

• Policy oversight: Related-party transactions must be approved by the Audit Committee and a majority of disinterested independent directors; no payments (finder/consulting) to insiders prior to a business combination .
• Sponsor control: Sponsor (controlled by a non-U.S. person) holds majority voting power; related regulatory considerations (e.g., CFIUS) are discussed in filings but not specific to Zhao .

Compensation Committee Analysis

• Composition: Entirely independent (Lin, Wang, Ma); Chair Yang Wang; no meetings in 2024 and no compensation consultant engaged .
• Scope: Given the policy of no comp prior to business combination, the committee’s activity is oriented to future arrangements upon closing a transaction .

Past and Current Board Service Details for Zhao

• Board: Director of AQUC since inception; non-independent .
• Committees: None (all committees comprised solely of independent directors) .
• Attendance: Committee meeting counts disclosed (none in 2024); specific board attendance rates not provided .
• Independence issues: Dual role as CFO and director; mitigated structurally via independent committees and separation of committee duties from executives .

Equity Ownership & Alignment (Detail)

Employment Terms (Detail)

Investment Implications

• Alignment: With no salary/bonus and no equity grants pre-merger, Zhao’s economic upside is limited to his small ownership (10,000 shares, <1%), which provides modest alignment relative to the sponsor’s controlling stake (64.98%) .
• Retention risk: Absence of an employment agreement, severance, or equity vesting creates low switching costs; concurrent external asset management role suggests potential retention risk until a business combination establishes a definitive compensation plan .
• Trading signals: Lack of insider equity awards and no Form 4 activity disclosed in filings reviewed reduces near-term insider selling pressure; however, sponsor control and repeated extensions (and OTC listing) highlight structural and execution risks that overshadow exec-specific trading signals .
• Governance: Dual role (CFO + director) raises independence concerns, but AQUC’s fully independent committees and separation of committee work from executives mitigate oversight risk; committee inactivity is consistent with no-pay policy pre-merger but limits visibility into future incentive design rigor .
• Catalyst path: Compensation and incentive alignment will only be testable upon consummation of a business combination; diligence should focus on post-merger employment agreements, equity design (mix/vesting/performance metrics), and any pledging/hedging prohibitions instituted by the combined company .