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): April24, 2025
Oak Woods AcquisitionCorporation ****
(Exact name of registrant as specified in its charter)
| Cayman Islands | 001-41664 | N/A |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification 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 | OAKU | The Nasdaq Stock Market LLC |
| Class A Ordinary Shares, par value $0.0001 per share | OAKUO | 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. Notice of Delisting or Failure to Satisfy a Continued ListingRule or Standard; Transfer of Listing.
On April 24, 2025, Oak Woods Acquisition Corporation (the “Company”) received written notice (the “Notification Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company’s delay in filing its Annual Report on Form 10-K for the period ended December 31, 2024 (the “Annual Report”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”).
The Notice states that the Company has 60 calendar days to submit a plan to regain compliance and if the Nasdaq accepts such plan, the Nasdaq can grant an exception of up to 180 calendar days from the Annual Report’s due date, or until October 13, 2025 (the “Compliance Date”), to regain compliance. The Notification Letter does not impact the Company’s listing on The Nasdaq Capital Market at this time.
In its press release today, OAKU announced that it is in the final stages of completing the audit of its financial statements for the fiscal year ended December 31, 2024. While the Company has not yet filed its Annual Report on Form 10-K, it is working diligently with its independent registered public accounting firm to complete the remaining audit procedures. The delay in filing is not due to any disagreement with the Company's auditors and the Company expects to file the Form 10-K promptly upon completion of the audit review process.
Item 7.01. Regulation FD Disclosure.
On April 30, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01 and Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report on Form 8-K.
Item 8.01. Other Events.
As a result of the vote of our shareholders at the Extraordinary General Meeting of Shareholders of the Company held on March 20, 2025, the Company extended the outside deadline to complete its initial business combination until September 28, 2025 by voting to permit the Company to elect up to six one-month extensions to that deadline, provided our Sponsor has timely deposited $172,500 into our Trust Account on or prior to the expiration date of the previous extension period. As of April 28, 2025, our Sponsor had timely deposited all prior monthly extension deposits and again deposited $172,500 into our Trust Account, thereby extending the time available to the Company to complete our initial business combination until May 28, 2025.
This extension is the second of six one-month extensions permitted under the March 20, 2025 vote of our shareholders amending the Company’s Amended and Restated Memorandum and Articles of Association.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release Dated April 30, 2025. |
|---|---|
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
| OAK WOODS ACQUISITION CORPORATION | ||
|---|---|---|
| By: | /s/ Lixin Zheng | |
| Name: Lixin Zheng | ||
| Title: Chief Executive Officer | ||
| Dated: April 30, 2025 |
Exhibit 99.1
Oak Woods Acquisition CorporationReceives Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K
New York, April 30, 2025 (GLOBE NEWSWIRE) -- Oak Woods AcquisitionCorporation. (Nasdaq: OAKU) (the “Company”) today announced it received a delinquency notification letter from Nasdaq on April 24, 2025, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 (the “Annual Report”). The Nasdaq Listing Rule requires listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”). This notification has no immediate effect on the listing of the Company’s securities on Nasdaq.
The Notice states that the Company has 60 calendar days to submit a plan to regain compliance and if the Nasdaq accepts such plan, the Nasdaq can grant an exception of up to 180 calendar days from the Annual Report’s due date, or until October 13, 2025 (the “Compliance Date”), to regain compliance. The Notification Letter does not impact the Company’s listing on The Nasdaq Capital Market at this time.
The Company is currently in the final stages of completing the audit of its financial statements for the fiscal year ended December 31, 2024. While the Company has not yet filed its Annual Report on Form 10-K, it is working diligently with its independent registered public accounting firm to complete the remaining audit procedures. The delay in filing is not due to any disagreement with the Company's auditors and the Company expects to file the Form 10-K promptly upon completion of the audit review process.
About Oak Woods Acquisition
Oak Woods Acquisition Corporation is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, or other similar business combination with one or more businesses or entities. On August 11, 2023, Oak Woods Acquisition Corporation, a Cayman Islands corporation (“Oak Woods”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Oak Woods Merger Sub, Inc., a Cayman Islands corporation and a wholly owned subsidiary of Oak Woods (“Merger Sub”), Huajin (China) Holdings Limited, a Cayman Islands corporation (“Huajin”) and Xuehong Li, in his capacity as the representative of the Huajin shareholde (“Shareholders’ Representative”), as amended by its agreement to extend the date by which a Business Combination is required to be completed to June 28, 2024, dated March 23, 2024, and subsequently by the First Amendment to the Merger Agreement entered into by Oak Woods, Huajin, Merger Sub, and the Shareholders’ Representative on June 26, 2024 extending the time to complete its business combination to September 28, 2024.
On October 1, 2024 the Company announced that, as approved by the shareholders of the Company at the Extraordinary General Meeting adjourned from September 25, 2024 and held on September 26, 2024 (the “September EGM”), the following proposals were approved thereby amending the Amended and Restated Articles and Memorandum of Association of the Company to give the Company the right to extend the date by which the Company has to complete a business combination from September 28, 2024 to March 28, 2025, by depositing into the Trust Account $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times.
On March 26, 2025 the Company announced that, as approved by the shareholders of the Company at the Extraordinary General Meeting held on March 20, 2025 (the “March EGM”), the following proposals were approved thereby amending the Amended and Restated Articles and memorandum of Association to give the Company the right to extend the date by which the Company has to complete a business combination from March 28, 2025 to September 28, 2025, by depositing into the Trust Account $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times.
Forward Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward- looking statements are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based.
Contact:
Lixin Zheng
Chief Executive Officer
Oak Woods Acquisition Corporation
(+1) 403-561-7750