Exhibit 10.11


 


AMENDMENT
TO PROMISSORY NOTE


 


THIS
AMENDMENT TO PROMISSORY NOTE (this “Agreement”), dated as of April [   ], 2022, by and between Hudson
Acquisition I Corp., a Delaware corporation and blank check company (the “Maker”), and Hudson SPAC Holding,
LLC., a Delaware limited liability company (together with its successors and assigns, “Payee”).


 


WHEREAS,
Maker executed and delivered a Note dated as of April 28, 2021 for the benefit of Payee in the original principal amount of $800,000
(the “Note”);s


 


WHEREAS,
Payee and Maker desire to amend the Note as set forth herein.


 


NOW,
THEREFORE, for other good and valuable consideration, the parties hereto hereby agree as follows:


 


	 	1.	Section
    1 of the Note shall be replaced in its entirety as follows:

    “1.
    Principal. The principal balance of this Note shall be payable by the Maker on the earlier of: (i) June 30, 2023, or (ii) the
    date on which Maker consummates an initial business combination. The principal balance may be prepaid at any time. At Payee’s
    sole discretion, the principal balance shall be payable by the Maker either: (i) in cash, or (ii) units (the “Conversion
    Units”), each unit consisting of one share of the Maker’s common stock and one right to receive one eighth (1/8th)
    of a share of the common stock. Payee may elect to convert any outstanding principal balance into Conversion Units, at any time when
    this Note remains outstanding, at a fixed conversion price of $10.00 per unit. Under no circumstances shall any individual, including
    but not limited to any officer, director, employee or shareholder of the Maker, be personally obligated for any obligations or liabilities
    of the Maker hereunder.”



 


	 	2.	All
    references to the Conversion Share(s) in the Note shall be replaced with the Conversion Units as amended by this Agreement, as the
    same may be further amended, restated, replaced, supplemented or otherwise modified from time to time.


 


	 	3.	Except
    as specifically modified and amended herein, all other terms, conditions and covenants contained in the Note shall remain in full
    force and effect.


 


	 	4.	This
    Agreement may be executed in any number of counterparts with the same effect as if all parties hereto had signed the same document.
    All such counterparts shall be construed together and shall constitute one instrument, but in making proof hereof it shall only be
    necessary to produce one such counterpart.


 


	 	5.	This
    Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.


 


	 	6.	This
    Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of law principles.
	 	 	 
	 	7.	All
    capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Note.


 


[SIGNATURE
PAGES IMMEDIATELY FOLLOW]


 




     


     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of
the day and year first above written.


 





	 	MAKER:
	 	 	 
	 	Hudson Acquisition I Corp.  
	 	 	 
	 	By:	/s/ 
	 	Name: 	Jiang Hui
	 	Title:	Chief Executive Officer


 


	 	PAYEE:
	 	 	 
	 	Hudson SPAC Holding, LLC
	 	 	 
	 	By:	/s/ 
	 	Name: 	Xiaoyue Zhang
	 	Title:	Authorized Signatory