8-K
Oak Woods Acquisition Corp (OAKU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
January 21, 2026
Oak Woods Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41664 | N/A |
|---|---|---|
| (State or other jurisdictionof incorporation) | (Commission File Number) | (IRS EmployerIdentification No.) |
101 Roswell Drive, Nepean, Ontario,
K2J 0H5, Canada
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including
area code: (+1) 403-561-7750
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Units, each consisting of one Class A Ordinary Share, one Right and one Redeemable Warrant | OAKUU | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share | OAKU | The Nasdaq Stock Market LLC |
| Rights, each right entitling the holder to one-sixth of one Class A Ordinary Share | OAKUR | The Nasdaq Stock Market LLC |
| Warrants, each warrant exercisable for one Class A Ordinary Share for $11.50 per share | OAKUW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01. Oak Woods Acquisition Corporation Announces Receiptof Nasdaq Notice Regarding Annual Meeting Requirement.
Oak Woods Acquisition Corporation (Nasdaq: OAKU) (the “Company”) today announced that on January 16, 2026, Oak Woods Acquisition Corporation (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders no later than one year after the end of the Company’s fiscal year. The Nasdaq letter indicated that the Company did not hold an annual meeting of shareholders within twelve months following its fiscal year end and therefore no longer complies with this continued listing requirement.
In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has been provided 45 calendar days, or until March 2, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s compliance plan, Nasdaq may grant an exception of up to 180 calendar days from the end of the Company’s fiscal year, or until June 29, 2026, to regain compliance with the annual meeting requirement.
The Company intends to submit a compliance plan within the required timeframe and expects that such plan will include holding an annual meeting of shareholders within the period permitted by Nasdaq, subject to Nasdaq’s acceptance of the plan.
The Nasdaq notification has no immediate effect on the listing or trading of the Company’s securities on The Nasdaq Stock Market LLC.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 99.1 | Press Release of Oak Woods Acquisition Corporation Announcing Receipt of Nasdaq Notice Regarding Annual Meeting Requirement |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 21, 2026 | |
|---|---|
| OAK WOODS ACQUISITION CORPORATION | |
| By: | /s/ Lixin Zheng |
| Name: | Lixin Zheng |
| Title: | Chief Executive Officer |
2
Exhibit 99.1
Oak Woods Acquisition Corporation Announces Receipt of Nasdaq NoticeRegarding Annual Meeting Requirement
Nepean, Ontario, Jan. 21, 2026 (GLOBE NEWSWIRE) -- Oak Woods Acquisition Corporation (Nasdaq: OAKU) (the “Company”) today announced that on January 16, 2026, it received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders no later than one year after the end of the Company’s fiscal year.
As stated in the Nasdaq letter, the Company did not hold an annual meeting of shareholders within twelve months following its fiscal year end and therefore no longer complies with the annual meeting requirement for continued listing on Nasdaq. The notification has no immediate effect on the listing or trading of the Company’s securities on Nasdaq.
In accordance with Nasdaq Listing Rule 5810(c)(2)(G), the Company has been provided a period of 45 calendar days, or until March 2, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s compliance plan, Nasdaq may grant an exception of up to 180 calendar days from the end of the Company’s fiscal year, or until June 29, 2026, to regain compliance with the annual meeting requirement.
The Company intends to submit a compliance plan within the required timeframe and expects that such plan will include the Company’s intention to hold an annual meeting of shareholders within the period permitted by Nasdaq, subject to Nasdaq’s acceptance of the plan. There can be no assurance that Nasdaq will accept the Company’s compliance plan or that the Company will be able to regain compliance within the applicable period.
The Nasdaq notification does not affect the Company’s ongoing business operations.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including statements regarding the Company’s ability to submit a compliance plan, Nasdaq’s acceptance of such plan, and the Company’s ability to regain compliance with Nasdaq Listing Rule 5620(a). Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this release, except as required by law.
Company Contact:
Lixin Zheng
Chief Executive Officer, Chief Financial Officer,
Chairman and Director
Oak Woods Acquisition Corporation
Email: pr@oakwoodsacquisition.com
Phone: (+1) 403-561-7750