8-K
Oak Woods Acquisition Corp (OAKU)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 20, 2025
Oak Woods Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | 333-269862 | 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 | 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 5.03. Amendmentsto Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by the shareholders of Oak Woods Acquisition Corporation (the “Company”) at the Extraordinary General Meeting held on March 20, 2025, the following proposals were approved thereby amending the Amended and Restated Articles and memorandum of Association (the “Charter”) 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.
Item 5.07. Submissionof Matters to a Vote of Security Holders.
On March 20, 2025, the Company held the Extraordinary General Meeting. As of the close of business on March 6, 2025, the record date fixed by the board of directors of the Company, the outstanding ordinary shares of the Company entitled to vote consisted of 6,037,979 Ordinary Shares. Each Ordinary Share entitles the holder to one vote.
The final results for each of the matters submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:
1. The Extension Proposal
Shareholders approved the Extension Proposal. Approval of the Extension Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting. The Extension Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 4,804,188 | 0 | 0 |
2. The AdjounrmentProposal
Shareholders approved The Adjournment Proposal. Approval of the The Adjournment Proposal was passed though was moot as a result of the approval of The Extension Proposal. The Adjournment Proposal required an ordinary resolution under Cayman Islands law of a simple majority of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Adjournment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 4,679,188 | 125,000 | 0 |
Item 8.01. OtherEvents.
In connection with the shareholders’ vote at the Extraordinary General Meeting of shareholders held by the Company on March 20, 2025, 679,929 ordinary shares were tendered for redemption, leaving 6,037,979 ordinary shares.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 3.1 | Minutes of Extension Amendment to the Amended and Restated Memorandum and Articles of Association of Oak Woods Acquisition Corporation |
| 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: March 26, 2025 | |
|---|---|
| OAK WOODS ACQUISITION CORPORATION | |
| By: | /s/ Lixin Zheng |
| Name: | Lixin Zheng |
| Title: | Chief Executive Officer |
2
Exhibit 3.1
Oak Woods Acquisition Corporation
(the “Company”)
Minutes of an extraordinary general meeting (the “Meeting”) of the members of the Company (the “Members”) held as a virtual meeting conducted exclusively via live webcast on 20th March, 2025 at 12:00 p.m.. Eastern Time
**PRESENT:**as per sign in sheet attached hereto as Appendix A
CHAIRPERSON
Lixin Zheng chaired the Meeting.
CONFIRMATIONOF NOTICE AND QUORUM
NOTED THAT the Chairperson confirmed that notice of the meeting had been given to all Members entitled to vote at the Meeting in accordance with article 21.1 of the amended and restated articles of association of the company, as amended from time to time (the “Articles”) and that a quorum was present throughout the Meeting in accordance with Article 29.1.
ExtensionAmendment
RESOLVED AS A SPECIAL RESOLUTIONTHAT the amended and restated memorandum of association and amended and restated articles of association of the Company (the “Amendedand Restated Memorandum and Articles of Association”) be amended by the deletion of the existing Article 49.8 in its entirety and the insertion of the following language in its place:
| “49.8 | In the event that any amendment is made to the Articles: |
|---|---|
| (a) | to modify the substance or timing of the Company’s obligation to allow redemption<br>in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination<br>within 18 months (or 21 months or 24 months, if applicable under the provisions of this Article 49.8) from the consummation of the IPO,<br>or such later time as the Members may approve in accordance with the Articles; or |
| --- | --- |
| (b) | with respect to any other provision relating to Members’ rights or pre- Business<br>Combination activity, |
| --- | --- |
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares. Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within 24 months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination for up to 6 times by an additional one-months each time after the 24^th^ month from the closing of the IPO, by resolution of the Directors until 30 months from the closing of the IPO provided the Sponsor deposits $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, up to six (6) times..”
ExtensionProposal
**RESOLVED, AS AN ORDINARY RESOLUTION,**that subject to and conditional upon the effectiveness of the special resolution to amend and restate the Amended and Restated Articles of Association of the Company with respect to the Extension Amendment as set forth in Annex A of the Proxy Statement as set forth in the amended Annex A here below to: (i) 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.
[Signature Page Follows]
2
CLOSE
There being no further business, the proceedings then concluded.
| /s/ Lixin Zheng | |
|---|---|
| Lixin Zheng | |
| Chairperson | |
| Encl. | Appendix A (EGM Sign-in Sheet) |
| --- | --- |
| Amended Annex A to the Company’s Proxy Statement, as filed with the U.S. Securities and Exchange Commission on March 10, 2025, |
Appendix A
EGM Sign-in Sheet^1^
| Lixin Zheng | /s/ Lixin Zheng |
|---|---|
| Mitchell Cariaga | /s/ Mitchell Cariaga |
| ^1^ | Lixin Zheng and Mitchell Cariaga together represented a Quorum<br>of Voting Shares by Proxy. |
| --- | --- |
Appendix A-1
ANNEX A
PROPOSED AMENDMENT TO THE AMENDEDAND RESTATED MEMORANDUM AND ARTICLESOF ASSOCIATION OF OAK WOODS ACQUISITION CORPORATION
RESOLUTIONS OF THE SHAREHOLDERS OF THE COMPANY
FIRST RESOLVED, as a special resolution: that the Amended and Restated Memorandum and Articles of Association of the Company be amended by the deletion of the existing Article 49.8 in its entirety and the insertion of the following language in its place:
| “49.8 | In the event that any amendment is made to the Articles: |
|---|---|
| (a) | to modify the substance or timing of the Company’s obligation to allow redemption<br>in connection with a Business Combination or redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination<br>within 18 months (or 21 months or 24 months, if applicable under the provisions of this Article 49.8) from the consummation of the IPO,<br>or such later time as the Members may approve in accordance with the Articles; or |
| --- | --- |
| (b) | with respect to any other provision relating to Members’ rights or pre- Business<br>Combination activity, |
| --- | --- |
each holder of Public Shares who is not the Sponsor, a Founder, Officer or Director shall be provided with the opportunity to redeem their Public Shares upon the approval or effectiveness of any such amendment at a per-Share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then outstanding Public Shares.
Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within ~~18~~ 24 months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination for up to 6 times by an additional one-months each time after the ~~18^th^~~ 24^th^ month from the closing of the IPO, by resolution of the Directors until ~~24~~ 30 months from the closing of the IPO provided the Sponsor deposits $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, up to six (6) times.”
Annex A-1