Yi Zhou

About Yi Zhou

Yi Zhou is Chairwoman, President, and Chief Executive Officer of Aquaron Acquisition Corp. (AQUC) since June 2022; she is 38 years old as of the record date in the latest proxy and holds a B.A. in Korean and Economics from Peking University (2009) and an M.Ed. from Harvard University Graduate School of Education (2010) . AQUC is a SPAC shell company (no underlying operating business), so operating performance metrics such as revenue, EBITDA growth, and TSR are not discussed in filings; the company affirms shell status in its 10-K . As of April 14, 2025, Zhou beneficially owned 10,000 shares (<1% of outstanding), indicating limited direct economic alignment; the sponsor, Aquaron Investments LLC (controlled by Yating Wang), owns 64.98% .

Past Roles

External Roles

Board Governance (service history, committees, independence)

• Roles at AQUC: Chairwoman of the Board, President, and CEO; signatory on proxy materials and extension proposals .
• Board composition and independence: 5 directors; independent directors are Yanyan Lin, Yang Wang, and Xiaoming Ma under Nasdaq/SEC rules; Yi Zhou (an officer) is not listed among independent directors .
• Committees:
  • Audit Committee: Members – Yanyan Lin (Chair; audit committee financial expert), Yang Wang, Xiaoming Ma; no formal meetings in 2024 given no underlying business; oversight conducted via monthly reports and written approvals .
  • Nominating Committee: Members – Yang Wang (Chair), Yanyan Lin, Xiaoming Ma .
  • Compensation Committee: Members – Yang Wang (Chair), Yanyan Lin, Xiaoming Ma; no meetings in 2024 .
• Dual-role implications: Combined CEO and Chair role concentrates authority; independence is provided at the committee level by fully independent Audit/Nominating/Compensation committees .

Fixed Compensation

AQUC discloses that no executive officer or director received compensation of any kind prior to a business combination; there are no employment agreements in place.

Performance Compensation

The Compensation Committee did not meet in 2024 and indicates it will primarily review/approve arrangements in connection with an initial business combination; no compensation consultant is engaged .

Equity Ownership & Alignment

• Vested vs. unvested breakdown: Not disclosed in filings .
• Options (exercisable/unexercisable; ITM value): Not disclosed in filings .
• Pledging/Hedging: No specific hedging/pledging policy disclosure located in the proxy/10-K extracts provided .
• Ownership guidelines: Not disclosed in filings .

Employment Terms

Related Party and Conflict Controls

• Related party transactions require Audit Committee and a majority of disinterested independent director approval, with access to independent counsel; policy aims to ensure terms are no less favorable than third-party transactions .
• Registration rights granted to insiders/sponsor; reimbursement of reasonable out-of-pocket expenses permitted (unlimited in amount, subject to available non-trust proceeds and completion of a business combination) .
• Insiders agreed to vote in favor of the initial business combination and to waive rights to trust proceeds on insider/private shares if no business combination is completed within the timeframe .

Director Compensation (for Yi Zhou as Director)

• Pre-business combination, no director compensation of any kind (cash/equity/fees) is paid to existing stockholders, including directors .
• The independent director committee structure (Audit/Nominating/Compensation) is established with chairs and members as noted; however, committee meeting activity in 2024 was limited or none given no operating business .

Risk Indicators & Red Flags

• Dual role (CEO + Chair) can reduce independent board leadership; mitigated by fully independent Audit, Nominating, and Compensation committees chaired by independent directors .
• Sponsor control is high (64.98% ownership), which can influence governance/transaction outcomes; related-party and conflict procedures are disclosed to mitigate risk .
• No compensation prior to business combination eliminates near-term insider selling pressure tied to vesting, but provides limited direct pay-for-performance alignment until a transaction closes .
• Audit Committee held no formal meetings in 2024, reflecting SPAC status but also reducing traditional oversight cadence; relied on monthly reports and written approvals .
• Potential conflicts of interest acknowledged (time allocation to other activities, opportunity allocation); policies require fairness opinions and independent approvals for affiliated combinations .

Investment Implications

• Alignment and incentives: With $0 salary/bonus and no equity awards pre-combination, near-term selling pressure from vesting is minimal; however, Yi Zhou’s direct ownership is small (10,000 shares, <1%), while sponsor control is dominant (64.98%), suggesting alignment is more sponsor-driven than executive-driven pre-deal .
• Governance balance: The CEO-Chair structure concentrates authority; independent committees (Audit/Nominating/Compensation) and named independent chairs provide some counterbalance, though committee activity was minimal in 2024 due to no operating business .
• Retention/contract risk: No employment, severance, or CoC protections indicate low contractual retention cost but also fewer retention hooks until a combination is consummated; compensation design will likely be set at or after the de-SPAC, making post-merger equity structures a key diligence item .
• Process/conflict safeguards: Stronger reliance on related-party approval processes, fairness opinions for affiliated deals, and insider waivers of trust proceeds reduces certain conflict risks but does not eliminate sponsor control dynamics; investors should closely scrutinize target selection and committee oversight in any proposed transaction .