Oak Woods Acquisition Corporation filed SEC Form 8-K: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 27, 2025, Oak Woods Acquisition Corporation (the “Company”) received written notice (the “Notification Letter”) from the Nasdaq Stock Market LLC (“Nasdaq”), which indicated that, as a result of the Company’s delay in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the “Quarterly Report”), the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which requires Nasdaq-listed companies to timely file all required periodic financial reports with the U.S. Securities and Exchange Commission (the “SEC”).
The Notice states that the Company has 60 calendar days to submit a plan to regain compliance and if the Nasdaq accepts such plan, the Nasdaq can grant an exception of up to 180 calendar days from the Quarterly Report’s due date, or until November 17, 2025 (the “Compliance Date”), to regain compliance. The Notification Letter does not impact the Company’s listing on The Nasdaq Capital Market at this time.
In its press release today, OAKU announced that it is completing its 10-Q for the quarter ended March 31, 2025. While the Company has not yet filed its quarterly report on Form 10-Q, it is working diligently with its independent registered public accounting firm to complete the remaining audit review and procedures. The delay in filing is not due to any disagreement with the Company’s auditors and the Company expects to file the Form 10-Q promptly upon completion of the audit review process.
Item 7.01. Regulation FD Disclosure.
On May 30, 2025, the Company issued a press release in accordance with Nasdaq Listing Rule 5810(b) announcing that the Company had received the Notice. A copy of the press release is attached hereto as Exhibit 99.1.
The information set forth in this Item 7.01 and Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in this Item 7.01 and Exhibit 99.1 attached hereto, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing to this Current Report on Form 8-K.
Item 8.01. Other Events.
As a result of the vote of our shareholders at the Extraordinary General Meeting of Shareholders of the Company held on March 20, 2025, the Company extended the outside deadline to complete its initial business combination until September 28, 2025 by voting to permit the Company to elect up to six one-month extensions to that deadline, provided our Sponsor has timely deposited $172,500 into our Trust Account on or prior to the expiration date of the previous extension period.
As of May 30, 2025, our Sponsor has timely deposited all prior monthly extension deposits and again deposited $172,500 into our Trust Account, thereby extending the time available to the Company to complete our initial business combination until June 28, 2025.
This extension is the third of six one-month extensions permitted under the March 20, 2025 vote of our shareholders amending the Company’s Amended and Restated Memorandum and Articles of Association.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release Dated May 30, 2025. | |
| 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.
| OAK WOODS ACQUISITION CORPORATION | ||
| By: | /s/ Lixin Zheng | |
| Name: | Lixin Zheng | |
| Title: | Chief Executive Officer | |
| Dated May 30, 2025 | ||
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