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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): March 23, 2024

 

Oak Woods Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

Cayman Islands   333-269862   N/A
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
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 1.01 Extension of Material Definitive Agreement.

 

Extension of Merger Agreement

 

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 shareholders. Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Huajin (the “Merger”), with Huajin surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands as a wholly- owned subsidiary of Oak Woods (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”).

 

Prior to the consummation of the Merger, the holders of a majority of Oak Woods’s Ordinary Shares attending a shareholder’s meeting (at which there is a quorum) must approve the transactions contemplated by the Merger Agreement (the “Shareholder Approval”). In connection with obtaining the Shareholder Approval, Oak Woods is required to call a special meeting of its Ordinary Shareholders and prepare and file with the SEC a Proxy Statement on Schedule 14A, which will be mailed to all shareholders entitled to vote at the meeting.

 

Purchaser has filed an 8-K announcing the Merger Agreement on August 11, 2023 and preliminary proxy solicitation statements with the U.S. Securities and Exchange Commission on February 12, 2024 and March 7, 2024, thereby automatically extending Purchaser’s minimum time to complete a Business Combination under the terms of its Memorandum and Articles of Association until June 28, 2024. Because the parties to the Business Combination intend to continue to work to effectuate the Business Combination in furtherance of its prior filings, they have executed an agreement to extend the date by which a Business Combination is required to be completed to June 28, 2024.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are attached to this Current Report on Form 8-K:

 

Exhibit No.   Exhibit Title or Description
     
2.1   Agreement to Extend The Merger Agreement and Plan of Reorganization, dated March 23, 2024, by and among Huajin (China) Holdings Limited, Xuehong Li, as Representative of the Shareholders of the Company, Oak Woods Acquisition Corporation and Oak Woods Merger Sub, Inc., dated August 11, 2023, through June 28, 2024.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* Schedules and other similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and other similar attachments upon request by the SEC.

 

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.

 

  OAK WOODS ACQUISITION CORPORATION
     
  By:   /s/ Lixin Zheng
    Name: Lixin Zheng
    Title: Chief Executive Officer
     
Dated: March 28, 2024    

 

2

 

Exhibit 2.1

 

AGREEMENT TO EXTEND

MERGER AGREEMENT AND PLAN OF REORGANIZATION

 

BY AND AMONG

 

HUAJIN (CHINA) HOLDNGS LIMITED (THE “COMPANY”),

 

XUEHONG LI, AS REPRESENTATIVE OF THE SHAREHOLDERS OF THE COMPANY
(“SHAREHOLDERS’ REPRESENTATIVE”),

 

OAK WOODS ACQUISITION CORPORATION. (“PURCHASER”) AND

 

OAK WOODS MERGER SUB INC. (“MERGER SUB”)

 

DATED AS OF March 23, 2024

  

This AGREEMENT TO EXTEND THE MERGER AGREEMENT AND PLAN OF REORGANIZATION is made and entered into as of March 23, 2024 (the “Execution Date”) by and among Huajin (China) Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Company” or “Huajin”), Xuehong Li, as representative of the shareholders of the Company (the “Shareholders’ Representative”), Oak Woods Acquisition Corporation, an exempted company incorporated in the Cayman Islands (the “Purchaser” or “Oak Woods”) and Oak Woods Merger Sub Inc., an exempted company incorporated in the Cayman Islands (the “Merger Sub”), each a (“Party” and collectively (the “Parties”). This Agreement to Extend the Merger Agreement and Plan of Reorganization is hereinafter referred to as the (“Merger Extension Agreement”).

  

WITNESSETH

 

A.  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 shareholders. Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Huajin (the “Merger”), with Huajin surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands as a wholly- owned subsidiary of Oak Woods (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”).

 

B. Prior to the consummation of the Merger, the holders of a majority of Oak Woods’s Ordinary Shares attending a shareholder’s meeting (at which there is a quorum) must approve the transactions contemplated by the Merger Agreement (the “Shareholder Approval”). In connection with obtaining the Shareholder Approval, Oak Woods is required to call a special meeting of its Ordinary Shareholders and prepare and file with the SEC a Proxy Statement on Schedule 14A, which will be mailed to all shareholders entitled to vote at the meeting.

 

C. Purchaser has filed an 8-K announcing the Merger Agreement on August 11, 2023 and preliminary proxy solicitation materials with the U.S. Securities and Exchange Commission on February 12, 2024 and March 7, thereby automatically extending Purchaser’s minimum time to complete a Business Combination under the terms of its Memorandum and Articles of Association until June 28, 2024 and the Parties intend to continue to work to effectuate the Business Combination in furtherance of its prior steps toward its completion.

 

 

 

 

NOW THEREFORE, upon the terms, conditions, covenants and promises made herein, and for other good and valuable consideration, the parties agree as follows:

 

1.1 Extension of Merger. The Parties agree to extend the date by which the Purchaser is required to complete a business combination for purposes of Section 12 under the Merger Agreement from March 28, 2024 to June 28, 2024 for the purpose of allowing the Parties to consummate the Merger.

 

1.2 Effect of Extension of Merger Agreement. Nothing contained in this extension shall have any effect or change any terms or conditions of the Merger Agreement which remain in effect, other than with respect to the Parties obligations arising under the terms of the Merger Agreement with respect to their time to complete the Business Combination which time period is hereby extended as provided in Section 1.1 here above.

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.

 

Purchaser:  
     
OAK WOODS ACQUISITION CORP.  
   
By: /s/ Lixin Zheng  
Name:   Lixin Zheng  
Title: Chief Executive Officer  

 

Merger Sub:  
     
OAK WOODS MERGER SUB INC.  
   
By: /s/ Lixin Zheng  
Name:  Lixin Zheng  
Title: Chief Executive Officer  

 

Company:  
   
HUAJIN (CHINA) HOLDINGS LIMITED  
     
By: /s/ Xuehong Li  
Name:  Xuehong Li  
Title: Chairman of the Board of Directors  

 

Shareholders’Representative:
   
By: /s/ Xuehong Li                                            
Name:  Xuehong Li  

 

[Signature Page to Merger Extension Agreement]