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): September 16, 2024
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.) |
101Roswell Drive, Nepean,Ontario,
K2J0H5, 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<br>to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to<br>Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange onwhich 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.Amendments to 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 adjourned from September 25, 2024 and held on September 26, 2024, the following proposals were approved thereby amending the Amended and Restated Articles and Memorandum of Association (the “Charter”) to:
(i) 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;
(ii) restrict the Company from utilizing any portion of the funds held in the Trust Account to pay the fees, taxes, or dissolution expenses of the Company in the event the Company does not consummate a business combination within 21 months (or 24 months, if applicable under the provisions of Article 49.8) from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles;
(iii) eliminate (a) the limitation that the Company may not redeem public shares in an amount that would cause the Company’s net tangible assets to be less than $5,000,001 and (b) the limitation that the Company shall not consummate a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to, such business combination, and;
(iv) provide for the right of a holder of the Company’s Class B Ordinary Shares, par value $0.0001 per share, to convert into Class A Ordinary Shares, par value $0.0001 per share, of the Company on a one-for-one basis at any time and from time to time prior to the closing of a business combination at the election of the holder
Item 5.07. Submissionof Matters to a Vote of Security Holders.
On September 26, 2024, the Company held the Extraordinary General Meeting. On September 4, 2024, the record date for the Extraordinary General Meeting, there were 7,530,625 ordinary shares of the Company outstanding and entitled to be voted at the Extraordinary General Meeting, 78.37% of which were represented in person or by proxy.
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 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 or any adjournment thereof. The Extension Proposal amending the Charter and implementing the requirement that the Company deposit $172,500 for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times, and to restrict the Company from utilizing any portion of the funds held in the Trust Account received the following votes:
| FOR | AGAINST | ABSTAIN | ||
|---|---|---|---|---|
| 4,820,402 | 1,013,284 | 68,000 |
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2. The RedemptionLimitation Proposal
Shareholders approved The Redemption Limitation Proposal. Approval of the The Redemption Limitation 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 or any adjournment thereof. The Redemption Limitation Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | ||
|---|---|---|---|---|
| 4,820,402 | 1,013,284 | 68,000 |
3. The Founder ShareAmendment Proposal
Shareholders approved The Founder Share Amendment Proposal. Approval of the The Founder Share 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 or any adjournment thereof. The Founder Share Amendment Proposal received the following votes:
| FOR | AGAINST | ABSTAIN | ||
|---|---|---|---|---|
| 4,820,402 | 1,013,284 | 68,000 |
4. 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 Redemption Limitation Proposal, and the Founder Share Amendment Proposal. The Adjournment Proposal required an ordinary resolution under Cayman Islands law, 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 | ||
|---|---|---|---|---|
| 5,167,378 | 666,308 | 68,000 |
Item 8.01. OtherEvents.
In connection with the shareholders’ vote at the Extraordinary General Meeting of shareholders held by the Company on September 26, 2024, 1,492,646 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 Extraordinary General meeting of Oak Woods Acquisition Corporation, held on September 26, 2024 amending 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) |
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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: October 1, 2024 | |
|---|---|
| OAK WOODS ACQUISITION CORPORATION | |
| By: | /s/ Lixin Zheng |
| Name: | Lixin Zheng |
| Title: | Chief Executive Officer |
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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 26^th^ September 2024 at 3:00 p.m. Eastern Time
PRESENT: as per sign in sheet attached hereto as Appendix A
| 1. | CHAIRPERSON |
|---|
Lixin Zheng chaired the Meeting.
| 2. | CONFIRMATION<br> OF NOTICE AND QUORUM |
|---|
NOTEDTHAT 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.
| 3. | EXTENSION<br> AMENDMENT |
|---|
RESOLVEDAS A SPECIAL RESOLUTION THAT the amended and restated memorandum of association and amended and restated articles of association of the Company (the “Amended and Restated Memorandum and Articles of Association”):
| (a) | be<br>amended by the deletion of the existing Articles 49.7 and 49.8 in their entirety and the insertion of the following new Articles 49.7<br>and 49.8 in their place: |
|---|---|
| “49.7 | In the event that the Company does not consummate a Business<br>Combination within 21 months (or 24 months, if applicable under the provisions of Article 49.8) from the consummation of the IPO, or<br>such later time as the Members may approve in accordance with the Articles, the Company shall: |
| --- | --- |
| (a) | cease<br>all operations except for the purpose of winding up; |
| --- | --- |
| (b) | as<br>promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-Share price, payable<br>in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust<br>Account and not previously released to the Company and without deducting any portion thereof for fees, taxes, or dissolution expenses<br>of the Company, divided by the number of then Public Shares in issue, which redemption will completely extinguish public Members’<br>rights as Members (including the right to receive further liquidation distributions, if any); and |
| --- | --- |
| (c) | as<br>promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors,<br>liquidate and dissolve, <br><br><br><br>subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and other<br>requirements of Applicable Law.”; and |
| --- | --- |
| (b) | be<br>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<br>of the Company’s obligation to allow redemption in connection with a Business Combination or redeem 100 per cent of the Public<br>Shares if the Company does not consummate a Business Combination within 18 months (or 21 months or 24 months, if applicable under the<br>provisions of this Article 49.8) from the consummation of the IPO, or such later time as the Members may approve in accordance with the<br>Articles; or |
| --- | --- |
| (b) | with respect to any other provision<br>relating to Members’ rights or pre- Business 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 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 18th month from the closing of the IPO, by resolution of the Directors until 24 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.”
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| 4. | REDEMPTION<br> LIMITATION AMENDMENT |
|---|
RESOLVEDAS A SPECIAL RESOLUTION THAT the Amended and Restated Memorandum and Articles of Association:
| (a) | be<br>amended by the deletion of the existing Articles 49.4 and 49.5 in their entirety and the insertion of the following new Articles 49.4<br>and 49.5 in their place: |
|---|---|
| “49.4 | At a general meeting called for the purposes of approving<br>a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the<br>Company shall be authorized to consummate such Business Combination.”; and |
| --- | --- |
| (b) | be amended by the deletion of the existing Article 49.5 in<br>its entirety and the insertion of the following language in its place: |
| --- | --- |
| “49.5 | Any Member holding Public Shares who is not the Sponsor, a Founder,<br>Officer or Director may, at least two business days’ prior to any vote on a Business Combination, elect to have their Public Shares<br>redeemed for cash, in accordance with any applicable requirements provided for in the related proxy materials (the “IPO Redemption”),<br>provided that no such Member acting together with any Affiliate of his or any other person with whom he is acting in concert or as a partnership,<br>limited partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Shares may exercise this redemption<br>right with respect to more than 15 per cent of the Public Shares in the aggregate without the prior consent of the Company and provided<br>further that any beneficial holder of Public Shares on whose behalf a redemption right is being exercised must identify itself to the<br>Company in connection with any redemption election in order to validly redeem such Public Shares. If so demanded, the Company shall pay<br>any such redeeming Member, regardless of whether he is voting for or against such proposed Business Combination, a per-Share redemption<br>price payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to<br>the consummation of the Business Combination, including interest earned on the Trust Account divided by the number of then issued Public<br>Shares (such redemption price being referred to herein as the “Redemption Price”), but only in the event that the applicable<br>proposed Business Combination is approved and consummated.” |
| --- | --- |
| 5. | EXTENSION<br> PROPOSAL |
| --- | --- |
RESOLVED AS AN ORDINARYRESOLUTION THAT subject to and conditional upon the effectiveness of the special resolutions as set forth in paragraphs 3 and 4 above to: (i) 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 (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times, and; (ii) restrict the Company from utilizing any portion of the funds held in the Trust Account to pay the fees, taxes, or dissolution expenses of the Company in the event the Company does not consummate a business combination which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination within 21 months (or 24 months, if applicable under the provisions of Article 49.8) from the consummation of the IPO, or such later time as the Members may approve in accordance with the Articles.
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| 6. | THE<br> FOUNDER SHARE AMENDMENT |
|---|
RESOLVEDAS A SPECIAL RESOLUTION THAT the Amended and Restated Memorandum and Articles of Association:
| (a) | be<br>amended by the deletion of the existing Article 17.2 in its entirety and the insertion of the following new Article 17.2 in its place: |
|---|---|
| “17.2 | Class B Shares<br> shall automatically convert into Class A Shares on a one-for-one basis (the “Initial Conversion Ratio”) at any time and from time to time prior to the consummation<br> of a Business Combination at the election of the holders of the Class B Shares.”; and |
| --- | --- |
| (b) | be<br>amended by the deletion of the existing Article 49.10 in its entirety and the insertion of the following new Article 49.10 in its place: |
| --- | --- |
| “49.10 | Except in connection with the conversion of Class B<br>Shares into Class A Shares pursuant to Article 17 where the holders of such Shares have waived any right to receive funds from the Trust<br>Fund, after the issue of Public Shares, and prior to the consummation of a Business Combination, the Directors shall not issue additional<br>Shares or any other securities that would entitle the holders thereof to (i) receive funds from the Trust Fund or (ii) vote as a class<br>with Public Shares (a) on any Business Combination.” |
| --- | --- |
| 7. | CLOSE |
| --- | --- |
There being no further business, the proceedings then concluded.
| /s/ Lixin<br>Zheng |
|---|
| Lixin<br>Zheng Chairperson |
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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. |
| --- | --- |