Hudson Global Inc美股招股说明书(2025-07-23版)

Dear Stockholders of Hudson Global, Inc. and Stockholders of Star Equity Holdings, Inc.: On behalf of the boards of directors of Hudson Global, Inc. (“Hudson”) and Star Equity Holdings, Inc. (“Star”), we are pleased to enclose theaccompanying joint proxy statement/prospectus relating to the merger of HSON Merger Sub, Inc., a Delaware corporation and a direct, wholly ownedsubsidiary of Hudson (“Merger Sub”) with and into Star, the separate corporate existence of Merger Sub will cease, and Star will continue as theSurviving Corporation and as a direct, wholly owned subsidiary of Hudson. We are requesting that you take certain actions as a Hudson stockholder or aStar stockholder, as applicable. On May21, 2025, Hudson, Merger Sub, and Star entered into an Agreement and Plan of Merger (as amended from time to time, the “MergerAgreement”), providing for the merger of Merger Sub with and into Star, the separate corporate existence of Merger Sub will cease, and Starwill continue as the Surviving Corporation and as a direct, wholly owned subsidiary of Hudson (the “Merger”). In the Merger, Starstockholders will be entitled to receive 0.23 shares of Hudson common stock, par value $0.001 per share (“Hudson Common Stock”), inexchange for each share of Star common stock, par value $0.0001 per share (“Star Common Stock”), owned by them immediately prior to theMerger, and, one share of Hudson 10.0% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share (“Hudson PreferredStock”), in exchange for each share of Star 10.0% Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share (“Star PreferredStock”), owned by them immediately prior to the Merger with no fractional shares issued in connection with the Merger and no cash being paidfor any fractional share eliminated by such rounding, which we refer to collectively as the “Merger Consideration.” Hudson will hold an annual meeting of its stockholders and Star will hold a special meeting of its stockholders, in connection with the proposed Merger(respectively, the “Hudson Annual Meeting” and the “Star Special Meeting”). At the Hudson Annual Meeting, holders of Hudson Common Stock (the “Hudson stockholders”) will be asked to vote on proposals to (i)elect fourdirectors named in this joint proxy statement/prospectus to hold office until the 2026 Annual Meeting of Stockholders and until their respectivesuccessors are duly elected and qualified (“Proposal No.1”); (ii) approve, by advisory vote, the compensation of Hudson’s named executive officers asdisclosed in this joint proxy statement/prospectus (the “Proposal No.2”); (iii) ratify the appointment of Wolf& Company, P.C. as Hudson’s independentregistered public accounting firm to audit Hudson’s financial statements for the fiscal year ending December31, 2025 (the “Proposal No.3”); (iv)approve the proposed amendment to the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan (the “Plan”) to increase the aggregate number ofshares of Hudson Common Stock issuable under the Plan by 400,000 shares, and to permit the issuance of up to 175,000 shares of Hudson PreferredStock under the Plan (“Proposal No.4”); (v) Approve the issuance of shares of common stock of Hudson, which will represent more than 5% of theshares of Hudson Common Stock outstanding immediately prior to the Merger, to stockholders of Star, pursuant to the terms of the Merger Agreement, acopy of which is attached as Annex A to this joint proxy statement/prospectus, pursuant to Nasdaq Listing Rule 5635(a) (the “Proposal No.5” or“Issuance Proposal”); and (vi)approve the adjournment of the Hudson Annual Meeting to solicit additional proxies if a quorum is not present or if thereare not sufficient votes cast at the Hudson Annual Meeting to approve the Issuance Proposal or to ensure that any supplemental or amended disclosure,including any supplement or amendment to the enclosed joint proxy statement/prospectus, is timely provided to Hudson stockholders (the “ProposalNo.6”). The chairperson of the meeting will have the right and authority to (for any or no reason) recess and/or adjourn the Hudson Annual Meeting and, if aquorum is not present, Hudson stockholders holding a majority in voting power of shares of Hudson Common Stock, present in person or by proxy andentitled to vote thereat, will have the power to adjourn the meeting as provided in the Amended and Restated Bylaws of Hudson and the GeneralCorporation Law of the State of Delaware. Proposal No.1 requires a plurality of the votes cast by the shares of Hudson Common Stock present in person or represented by proxy and entitled tovote in the election of directors. The four nominees receiving the highest Table of Contents number of “FOR” votes from the holders of shares of Hudson Common Stock present in person or represented by proxy and entitled to vote on theelection of directors will be elected. Proposal No.2, a vote on the compensation of the named executive officers is