8-K

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): May17, 2023

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 8.01 Other Events.

On May 17, 2023, Oak Woods Acquisition Corporation (the “Company”) announced that the holders of the Company’s units (the “Units”) received written notice from its underwriter EF Hutton to separately trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), warrants, and rights included in the Units commencing on May 19, 2023.

Each Unit consists of one share of Class A Ordinary Share (“Class A Ordinary Share”), one redeemable warrant (“Warrant”) entitling its holder to purchase one share of Class A Ordinary Share at a price of $11.50 per share, and one right (“Right”) to receive one-sixth (1/6) of a share of Class A Ordinary Share upon the consummation of an initial business combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000. On March 28, 2023, the Company issued a press release announcing the closing of the IPO together with audited fianncials statements.

All Units currently listed seperated and began trading today on NASDAQ. Underlying Class A ordinary shares, Warrants, and Rights that separated trade on the NASDAQ under the symbols “OAKU,” “OAKUW” and “OAKUR,” respectively. No fractional Class A ordinary shares, Rights, or Warrants were issued upon separation of the Units and only whole Class A ordinary shares, Rights, and Warrants began trading. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares, Rights, and Warrants.

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 SeparateTrading of its Class A Ordinary Shares, Warrants, and Rights Commencing May 19, 2023

ONTARIO, CANADA, May 17, 2023 (GLOBENEWSWIRE) -- Oak Woods Acquisition Corporation (the "Company") announced today that it will begin to separate trade the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), warrants, and rights included in the Company’s Units, commencing on May 19, 2023.

Each Unit consists of one share of Class A Ordinary Share (“Class A Ordinary Share”), one redeemable warrant (“Warrant”) entitling its holder to purchase one share of Class A Ordinary Share at a price of $11.50 per share, and one right (“Right”) to receive one-sixth (1/6) of a share of Class A Ordinary Share upon the consummation of an initial business combination. The Public Units were sold at an offering price of $10.00 per Public Unit, generating gross proceeds of $57,500,000. On March 28, 2023, the Company issued a press release announcing the closing of the IPO together with audited financial statements.

All Units currently listed are expected to be separated. Underlying Class A ordinary shares, Warrants, and Rights that are separated will trade on the NASDAQ under the symbols “OAKU”, “OAKUW” and “OAKUR,” respectively. No fractional Class A ordinary shares, Rights, or Warrants will be issued upon separation of the Units and only whole Class A ordinary shares, Rights, and Warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares, Rights, and Warrants.

FORWARD-LOOKING STATEMENTS

This press release contains statements that constitute "forward-looking statements," including with respect to the Company’s initial public offering, the anticipated use of the net proceeds thereof and the Company’s search for an initial business combination. No assurance can be given that the net proceeds of the initial public offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company's registration statement and prospectus for the initial public offering filed with the SEC. Copies are available on the SEC's website, www.sec.gov. The Company undertakes no obligation to update these 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 Corp.

Email: pr@oakwoodsacquisition.com

Phone: (+1) 403-561-7750