8-K

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): February 5, 2026

Oak Woods Acquisition Corporation

(Exact name of registrant as specified in its charter)

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:

Securities registered

pursuant to Section 12(b) of the Act:

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 Listing Rule or Standard; Transfer of Listing.

On February 5, 2026, Oak Woods Acquisition Corporation (the “Company”) received a Staff Delisting Determination letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has not regained compliance with Nasdaq Listing Rule 5550(a)(3), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of 300 public holders.

As previously disclosed, on August 8, 2025, Nasdaq notified the Company that it was not in compliance with the minimum public holders requirement. Thereafter, Nasdaq granted the Company an extension until February 4, 2026 to regain compliance. In the February 5, 2026 Letter, Nasdaq determined that the Company failed to evidence compliance with the minimum 300 public holders requirement within the extension period and, accordingly, Staff has determined to delist the Company’s securities from The Nasdaq Stock Market.

In addition, Nasdaq noted that the Company remains non-compliant 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. Nasdaq further stated that, pursuant to Listing Rule 5810(c)(2)(A), it is precluded from reviewing any compliance plan relating to the annual meeting deficiency while the Company is subject to a Staff Delisting Determination. Accordingly, the annual meeting deficiency serves as an additional basis for delisting.

Unless the Company timely requests a hearing before a Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on February 12, 2026, trading of the Company’s common shares, units, warrants and rights will be suspended at the opening of business on February 17, 2026, and Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq.

The Company is evaluating its available options, including whether to request a hearing to appeal the Staff’s determination. A timely request for a hearing will stay the suspension of trading and the filing of the Form 25-NSE pending the outcome of the hearing process.

On February 11, 2026, the Company issued a press release announcing receipt of the Letter. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d)  Exhibits.

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.

2

Exhibit 99.1

Oak Woods Acquisition Corporation Announces Receipt of Nasdaq Staff Delisting Determination

Nepean, Ontario, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Oak Woods Acquisition Corporation (Nasdaq: OAKU, OAKUU, OAKUW, OAKUR) (the “Company”) today announced that on February 5, 2026, it received a Staff Delisting Determination letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”).

As previously disclosed, on August 8, 2025, Nasdaq notified the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(3), which requires companies listed on the Nasdaq Capital Market to maintain a minimum of 300 public holders. The Company was subsequently granted an extension until February 4, 2026 to regain compliance.

In the February 5, 2026 Letter, Nasdaq determined that the Company did not satisfy the terms of the extension because it failed to evidence compliance with the minimum 300 public holders requirement. As a result, Nasdaq has determined to delist the Company’s securities from The Nasdaq Stock Market.

Additionally, Nasdaq noted that the Company remains non-compliant with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within twelve months of the end of the Company’s fiscal year. Nasdaq stated that because the Company is now subject to a Staff Delisting Determination, Nasdaq is precluded under Listing Rule 5810(c)(2)(A) from reviewing any plan of compliance relating to the annual meeting deficiency. Accordingly, the annual meeting deficiency serves as an additional basis for delisting.

Unless the Company timely requests a hearing before a Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on February 12, 2026, trading of the Company’s common shares, units, warrants, and rights will be suspended at the opening of business on February 17, 2026, and Nasdaq will file a Form 25-NSE with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.

The Company intends to evaluate its available options, including whether to request a hearing to appeal the Staff’s determination. A timely hearing request would stay the suspension of trading and the filing of the Form 25-NSE pending the outcome of the hearing process. There can be no assurance that any appeal would be successful.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute “forward-looking statements,” including statements regarding the Company’s ability to request or prevail at a hearing as provided under Nasdaq’s rules, or otherwise submit a compliance plan, Nasdaq’s acceptance of such plan, and the Company’s ability to regain compliance with Nasdaq Listing Rules 5550(a)(3)and 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