Core Points - Oak Woods Acquisition Corporation received a Notification Letter from Nasdaq due to a delay in filing its Quarterly Report for the period ended June 30, 2025, indicating non-compliance with Nasdaq Listing Rule 5250(c)(1) [1] - The Company has until October 21, 2025, to submit a plan to regain compliance, with the possibility of an extension up to 180 days until February 16, 2026, if the plan is accepted [2] - The Notification Letter does not currently affect the Company's listing on The Nasdaq Capital Market [2]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41664 OAK WOODS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Cayman Islands N/A (State or other juri ...

Core Points - Oak Woods Acquisition Corporation received a delinquency notification from Nasdaq due to the delayed filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2025 [1] - The Company has 60 calendar days to submit a compliance plan, with a potential extension of up to 180 days to regain compliance [2] - The Company is in the final stages of completing its 10-Q and is working with its auditors to finalize the report [3] Company Background - Oak Woods Acquisition Corporation is a blank check company aimed at merging or acquiring businesses [4] - The Company has extended the deadline for completing a business combination multiple times, with the latest extension allowing until September 28, 2025 [6] - As of May 30, 2025, the Company has deposited $172,500 into its Trust Account to extend the time for completing its initial business combination until June 28, 2025 [7]

PART I [Item 1. Business](index=7&type=section&id=Item%201.%20Business) Oak Woods Acquisition Corporation, a blank check company incorporated in 2022, completed its IPO in 2023 and is pursuing a business combination with Huajin (China) Holdings Limited, an elderly and healthcare services provider, with a deadline extended to September 28, 2025 - Oak Woods Acquisition Corporation is a blank check company (SPAC) incorporated on **March 11, 2022**, in the Cayman Islands, formed to pursue a business combination[22](index=22&type=chunk)[77](index=77&type=chunk)[223](index=223&type=chunk) - The company consummated its Initial Public Offering (IPO) on **March 28, 2023**, raising **$57,500,000**, and a simultaneous private placement of **$3,431,250**[25](index=25&type=chunk)[68](index=68&type=chunk)[90](index=90&type=chunk) - As of **March 28, 2023**, **$58,506,250** of net proceeds from the IPO and private placement were deposited into a Trust Account for public shareholders[27](index=27&type=chunk)[69](index=69&type=chunk)[229](index=229&type=chunk) - The company entered into a Merger Agreement with Huajin (China) Holdings Limited, an elderly and healthcare services provider, on **August 11, 2023**[29](index=29&type=chunk)[78](index=78&type=chunk)[80](index=80&type=chunk) - The deadline to complete a business combination has been extended multiple times, most recently to **September 28, 2025**, through shareholder approvals and sponsor deposits into the Trust Account[32](index=32&type=chunk)[34](index=34&type=chunk)[86](index=86&type=chunk) Class A Ordinary Share Redemptions | Date | Shares Redeemed | Per Share Price ($) | Amount Paid from Trust Account ($) | | :--- | :--- | :--- | :--- | | Sep 26, 2024 | 1,492,646 | $11.20 | $16,641,342 | | Mar 25, 2025 | 679,929 | $11.56 | $7,859,455 | - The company is classified as an "emerging growth company" and "smaller reporting company," which allows for reduced disclosure obligations[48](index=48&type=chunk)[51](index=51&type=chunk)[252](index=252&type=chunk) [Item 1A. Risk Factors](index=13&type=page&id=Item%201A.%20Risk%20Factors) The company faces various risks, including lack of operating history, potential delays in Trust Account distributions, limited voting rights, and dependence on key personnel, as detailed in its Form S-4 filing - Detailed risk factors are incorporated by reference from the Company's registration statement on Form S-4 (amendment no. 8) filed with the SEC on **January 17, 2025**[53](index=53&type=chunk) - Principal risks include lack of operating history, delays in Trust Account distributions, limited shareholder voting rights, potential for equity/debt issuance, third-party claims, negative interest rates, dependence on key personnel, conflicts of interest, delisting risk, and risks associated with a foreign jurisdiction target[52](index=52&type=chunk) [Item 1B. Unresolved Staff Comments](index=13&type=page&id=Item%201B.%20Unresolved%20Staff%20Comments) The company has no unresolved staff comments from the SEC - There are no unresolved staff comments[54](index=54&type=chunk) [Item 1C. Cybersecurity](index=13&type=page&id=Item%201C.%20Cybersecurity) As a blank check company, the company perceives no significant cybersecurity risks and lacks formal risk management programs, with board oversight for potential threats - The company, as a blank check entity, does not believe it faces significant cybersecurity risks[55](index=55&type=chunk) - No formal cybersecurity risk management programs or processes have been adopted[55](index=55&type=chunk) - The board of directors is generally responsible for the oversight of risks from cybersecurity threats[55](index=55&type=chunk) [Item 2. Properties](index=13&type=section&id=Item%202.%20Properties) The company does not own any real estate, renting its executive offices in Nepean, Ontario, Canada, on a month-to-month basis, which are deemed adequate - The company does not own any real estate or other physical properties[56](index=56&type=chunk) - Principal executive offices are rented at 101 Roswell Drive, Nepean, Ontario, Canada, for **$5,000 per month** on a month-to-month basis[45](index=45&type=chunk)[56](index=56&type=chunk) [Item 3. Legal Proceedings](index=13&type=section&id=Item%203.%20Legal%20Proceedings) To management's knowledge, no litigation is currently pending against the company, its officers, directors, or property - There is no litigation currently pending against the company, its officers, directors, or property[57](index=57&type=chunk) [Item 4. Mine Safety Disclosures](index=13&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[58](index=58&type=chunk) PART II [Item 5. Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=14&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%2C%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, shares, rights, and warrants trade on NASDAQ, with no cash dividends paid or intended before a business combination, following its March 2023 IPO and private placement - The company's units (OAKUU), Class A ordinary shares (OAKUO), rights (OAKUR), and warrants (OAKUW) are traded on the NASDAQ Capital Market[61](index=61&type=chunk) - Units commenced public trading on **March 24, 2023**, while ordinary shares, rights, and warrants commenced separate public trading on **May 19, 2023**[61](index=61&type=chunk) - The company has not paid any cash dividends on its shares to date and does not intend to pay cash dividends prior to the completion of a Business Combination[65](index=65&type=chunk) - Gross proceeds from the IPO were **$57,500,000**, and from the private placement were **$3,431,250**, with **$58,506,250** deposited into a Trust Account[68](index=68&type=chunk)[69](index=69&type=chunk) - The company paid **$1,150,000** in underwriting commissions and has a deferred commission of **$2,012,500** payable upon completion of its initial business combination[71](index=71&type=chunk) [Item 6. [Reserved]](index=15&type=section&id=Item%206.%20%5BReserved%5D) This item is reserved and not required - This item is not required[74](index=74&type=chunk) [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=16&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The blank check company, with no operating revenues, reported decreased net income in 2024 due to higher costs, faces a working capital deficit, and has substantial doubt about its going concern ability without additional financing or completing the Huajin business combination by September 28, 2025 - The company has not engaged in any operations or generated operating revenues to date, with income primarily from interest on investments held in the Trust Account[79](index=79&type=chunk)[87](index=87&type=chunk) - The proposed merger with Huajin (China) Holdings Limited involves an agreed valuation of **$250,000,000**, with consideration in Class A Ordinary Shares[81](index=81&type=chunk) - The deadline for completing the business combination has been extended to **September 28, 2025**, through multiple shareholder approvals and sponsor deposits into the Trust Account[85](index=85&type=chunk)[86](index=86&type=chunk) - Management has determined that conditions raise substantial doubt about the company's ability to continue as a going concern due to a working capital deficit and reliance on additional financing or successful completion of the business combination[99](index=99&type=chunk)[248](index=248&type=chunk) [Results of Operations](index=18&type=section&id=Results%20of%20Operations) Non-operating income from Trust Account interest contributed to net income, which significantly decreased from **$1,308,097** in 2023 to **$191,545** in 2024, primarily due to higher operating costs Net Income | Year | Amount ($) | | :--- | :--- | | 2024 | $191,545 | | 2023 | $1,308,097 | Interest Income Earned on Investments Held in Trust Account | Year | Amount ($) | | :--- | :--- | | 2024 | $2,940,555 | | 2023 | $2,258,904 | Formation and Operating Costs | Year | Amount ($) | | :--- | :--- | | 2024 | $2,746,762 | | 2023 | $1,029,342 | Changes in Fair Value of Warrant Liabilities | Year | Amount ($) | | :--- | :--- | | 2024 | $(8,100) | | 2023 | $53,500 | [Liquidity and Capital Resources](index=18&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity relies on Trust Account proceeds and sponsor loans, reporting a working capital deficit of **$4,388,114** as of December 31, 2024, necessitating additional capital for operations and the business combination Cash Held Outside Trust Account | Year | Amount ($) | | :--- | :--- | | 2024 | $4,637 | | 2023 | $367,321 | - As of **December 31, 2024**, the company had a working capital deficit of **$4,388,114**[94](index=94&type=chunk) - The company relies on loans from its Sponsor or affiliates to fund working capital deficiencies or transaction costs[94](index=94&type=chunk)[99](index=99&type=chunk) - Huajin made a deposit of **$330,969** to the Company in connection with the Business Combination[95](index=95&type=chunk) [Contractual Obligations](index=21&type=section&id=Contractual%20Obligations) The company has various contractual obligations, including registration rights, sponsor promissory notes for extensions and operations, an administrative services agreement, underwriting commissions, and a financial advisory agreement - Holders of founder shares, private placement units, and securities from working capital loans are entitled to registration rights[102](index=102&type=chunk) Promissory Notes from Related Parties (Extension Loans) | Year | Amount ($) | | :--- | :--- | | 2024 | $1,265,000 | | 2023 | $0 | Promissory Notes from Related Parties (Operation Loans) | Year | Amount ($) | | :--- | :--- | | 2024 | $980,150 | | 2023 | $0 | - The company is obligated to pay its sponsor a monthly fee of **$10,000** for administrative services, with accrued expenses of **$120,000** in 2024 and **$90,000** in 2023[111](index=111&type=chunk)[112](index=112&type=chunk) - A deferred underwriting fee of **$2,012,500** is payable to the underwriters upon completion of a business combination[114](index=114&type=chunk) - AsianLegend, the financial advisor, receives a cash fee of **$100,000 per month** and **5%** of Class A Ordinary Shares issued to Huajin shareholders upon business combination, with accrued expenses of **$1,500,000** in 2024 and **$300,000** in 2023[115](index=115&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=23&type=page&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) This disclosure is not required for smaller reporting companies - This disclosure is not required for smaller reporting companies[120](index=120&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=23&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) Financial statements and supplementary data are presented following Item 15 of this report - Financial statements and supplementary data are presented following Item 15 of this Report[121](index=121&type=chunk) [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=24&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There are no changes in or disagreements with accountants on accounting and financial disclosure - There are no changes in and disagreements with accountants on accounting and financial disclosure[122](index=122&type=chunk) [Item 9A. Control and Procedures](index=24&type=page&id=Item%209A.%20Control%20and%20Procedures) Management concluded that internal control over financial reporting was ineffective as of **December 31, 2024**, due to a material weakness in trust investment activity, with remediation focused on timely reconciliation - Management concluded that internal control over financial reporting was ineffective as of **December 31, 2024**[126](index=126&type=chunk) - The ineffectiveness was due to a material weakness related to the non-identification of delays and errors in trust investment activity[126](index=126&type=chunk) - The company plans to remediate the material weakness by ensuring timely reconciliation of Trust Account statements with associated monthly investment statements[126](index=126&type=chunk) [Item 9B. Other Information](index=24&type=page&id=Item%209B.%20Other%20Information) There is no other information to report under this item - There is no other information to report[128](index=128&type=chunk) [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=24&type=page&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) There are no disclosures regarding foreign jurisdictions that prevent inspections - There are no disclosures regarding foreign jurisdictions that prevent inspections[129](index=129&type=chunk) PART III [Item 10. Directors, Executive Officers and Corporate Governance](index=25&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's four-member board, including CEO Lixin Zheng and three independent directors, has established audit, nominating, and compensation committees, all composed of independent directors, and adopted a code of conduct and ethics - The board of directors consists of four members: **Lixin Zheng** (CEO, CFO, Chairman & Director) and independent directors **John O'Donnell**, **Mitchell Cariaga**, and **Lauren Simmons**[131](index=131&type=chunk)[142](index=142&type=chunk) - All three independent directors (**John O'Donnell**, **Mitchell Cariaga**, **Lauren Simmons**) meet Nasdaq's independence standards[145](index=145&type=chunk) - The company has established an audit committee (chaired by **Mitchell Cariaga**), a nominating committee (chaired by **Lauren Simmons**), and a compensation committee (chaired by **John O'Donnell**), all composed solely of independent directors[146](index=146&type=chunk)[147](index=147&type=chunk)[149](index=149&type=chunk)[155](index=155&type=chunk) - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees[157](index=157&type=chunk) [Item 11. Executive Compensation](index=31&type=section&id=Item%2011.%20Executive%20Compensation) No compensation is paid to the sponsor, officers, or directors before the business combination, except for expense reimbursement, with post-combination compensation determined by the combined company's board, and a Clawback Policy adopted for erroneously awarded compensation - No compensation is paid to the sponsor, officers, and directors, or their affiliates, prior to or in connection with the consummation of the initial business combination, except for reimbursement of out-of-pocket expenses[161](index=161&type=chunk)[181](index=181&type=chunk) - Post-completion compensation for management team members will be determined by the combined company's board of directors[162](index=162&type=chunk) - The board of directors has adopted a Clawback Policy to recoup certain executive compensation in the event of an accounting restatement due to material noncompliance with financial reporting requirements[164](index=164&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=32&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of **April 29, 2025**, the company had **6,037,979** Ordinary Shares outstanding, with Whale Bay International Company Limited as the largest beneficial owner at **18.30%**, and initial shareholders collectively owning **20%** post-IPO, agreeing to vote for business combinations and waive redemption rights - As of **April 29, 2025**, there were **6,037,979** Ordinary Shares outstanding, comprising **4,600,479** Class A Ordinary Shares and **1,437,500** Class B Ordinary Shares[166](index=166&type=chunk) Beneficial Ownership of Ordinary Shares (Greater than 5%) as of April 29, 2025 | Name | Class A Ordinary Shares | Class B Ordinary Shares | Aggregated Ordinary Shares | Percentage of Outstanding (%) | | :--- | :--- | :--- | :--- | :--- | | Whale Bay International Company Limited | 343,125 | 637,500 | 980,625 | 18.30% | | Space Frontier Investment Holding Limited | — | 420,000 | 420,000 | 7.84% | | Karpus Investment Management | 410,703 | — | 410,703 | 7.67% | | Meteora Capital, LLC | 453,153 | — | 453,153 | 8.46% | | First Trust Merger Arbitrage Fund | 548,260 | — | 548,260 | 10.23% | | First Trust Capital Management L.P. | 570,368 | — | 570,368 | 10.65% | | Mizuho Financial Group, Inc. | 414,095 | — | 414,095 | 7.73% | | Wolverine Asset Management LLC | 313,269 | — | 313,269 | 5.85% | - Initial shareholders beneficially owned **20%** of the outstanding Class A ordinary shares post-IPO and have agreed to vote in favor of any proposed business combination and waive redemption rights for their founder shares[170](index=170&type=chunk)[171](index=171&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=34&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engages in various related party transactions, primarily with its sponsor, Whale Bay International Company Limited, including founder shares, private placement units, non-interest bearing promissory notes, and an administrative services agreement, all reviewed by the audit committee - **1,437,500** founder shares (Class B ordinary shares) were issued to initial shareholders for an aggregate purchase price of **$25,000**[176](index=176&type=chunk) - The sponsor purchased **343,125** private placement units for **$3,431,250**, which are subject to transfer restrictions and non-redeemable by the company[178](index=178&type=chunk) - The company pays an affiliate of its sponsor **$10,000 per month** for administrative support, with **$210,000** in service fees payable as of **December 31, 2024**[180](index=180&type=chunk)[112](index=112&type=chunk) Promissory Notes from Related Parties (as of December 31, 2024) | Type | Amount ($) | | :--- | :--- | | Working Capital/Operations Loans | $980,150 | | Extension Loans | $1,265,000 | - The audit committee is responsible for reviewing and approving all related-party transactions to ensure terms are no less favorable than those available from unaffiliated third parties[197](index=197&type=chunk) [Item 14. Principal Accounting Fees and Services](index=37&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) The company paid Marcum Asia CPAs LLP **$120,000** in audit fees for 2024 and **$113,300** for 2023, with no other fees, and the audit committee pre-approves all auditing and permitted non-audit services - Marcum Asia CPAs LLP served as the company's independent registered public accounting firm[200](index=200&type=chunk) Audit Fees Paid to Marcum Asia CPAs LLP | Year | Amount ($) | | :--- | :--- | | 2024 | $120,000 | | 2023 | $113,300 | - No audit-related fees, tax fees, or other fees were paid to Marcum Asia CPAs LLP for the years ended **December 31, 2024**, and **2023**[202](index=202&type=chunk)[203](index=203&type=chunk) - The audit committee pre-approves all auditing services and permitted non-audit services[204](index=204&type=chunk) PART IV [Item 15. Exhibits and Financial Statement Schedules](index=38&type=section&id=Item%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed as part of the Form 10-K, including the Independent Auditor's Report, consolidated financial statements, and various agreements like the Merger Agreement and organizational documents - The report includes the Report of Independent Registered Public Accounting Firm and the Consolidated Financial Statements (Balance Sheets, Statements of Operations, Changes in Shareholders' Deficit, Cash Flows, and Notes)[206](index=206&type=chunk) - Key exhibits include the Merger Agreement and its amendments, Memorandum and Articles of Association, specimen certificates for units, shares, warrants, and rights, and various agreements such as the Warrant Agreement, Right Agreement, Investment Management Trust Agreement, and Registration Rights Agreement[341](index=341&type=chunk)[344](index=344&type=chunk) [Item 16. Form 10-K Summary](index=38&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - This item is not applicable[338](index=338&type=chunk) Consolidated Financial Statements [Report of Independent Registered Public Accounting Firm](index=39&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum Asia CPAs LLP issued an unqualified opinion on the 2024 and 2023 consolidated financial statements but noted a "Going Concern" issue due to the SPAC's business combination deadline of **September 28, 2025**, and uncertainty of capital - Marcum Asia CPAs LLP issued an unqualified opinion on the consolidated financial statements for the years ended **December 31, 2024**, and **2023**[208](index=208&type=chunk)[213](index=213&type=chunk) - The report includes an explanatory paragraph on "Going Concern," noting substantial doubt about the company's ability to continue due to its SPAC nature, the deadline for a business combination (**September 28, 2025**), and the uncertainty of securing necessary approvals or additional capital[209](index=209&type=chunk) [Consolidated Balance Sheets](index=41&type=section&id=Consolidated%20Balance%20Sheets) As of **December 31, 2024**, total assets decreased to **$48.43 million** from **$61.20 million** in 2023, primarily due to reduced Trust Account investments, while total liabilities increased to **$6.42 million**, resulting in a worsened shareholders' deficit of **$(6.42) million** Consolidated Balance Sheet Highlights | Metric | Dec 31, 2024 ($) | Dec 31, 2023 ($) | | :--- | :--- | :--- | | Total Assets | $48,434,004 | $61,199,425 | | Investments held in the Trust Account | $48,084,367 | $60,765,154 | | Total Liabilities | $6,422,251 | $2,837,875 | | Shareholders' Deficit | $(6,417,614) | $(636,175) | | Class A ordinary shares subject to possible redemption | $48,429,367 | $58,997,725 | [Consolidated Statements of Operations](index=42&type=section&id=Consolidated%20Statements%20of%20Operations) Net income significantly decreased to **$191,545** in 2024 from **$1,308,097** in 2023, primarily driven by a substantial increase in formation and operating costs to **$2,746,762** and a negative change in warrant liabilities Consolidated Statements of Operations Highlights | Metric | Year Ended Dec 31, 2024 ($) | Year Ended Dec 31, 2023 ($) | | :--- | :--- | :--- | | Net income | $191,545 | $1,308,097 | | Formation and operating costs | $2,746,762 | $1,029,342 | | Interest income earned on investments held in Trust Account | $2,940,555 | $2,258,904 | | Changes in fair value of warrant liabilities | $(8,100) | $53,500 | | Basic and diluted net income per redeemable Class A ordinary share | $0.30 | $0.69 | [Consolidated Statements of Changes in Shareholders' Deficit](index=43&type=section&id=Consolidated%20Statements%20of%20Changes%20in%20Shareholders%27%20Deficit) The total shareholders' deficit significantly increased from **$(636,175)** in 2023 to **$(6,417,614)** in 2024, primarily due to a substantial accretion of redeemable ordinary shares to redemption value of **$(5,972,984)** Shareholders' Deficit and Accretion | Metric | Year Ended Dec 31, 2024 ($) | Year Ended Dec 31, 2023 ($) | | :--- | :--- | :--- | | Total Shareholders' Deficit | $(6,417,614) | $(636,175) | | Accretion of redeemable ordinary shares to redemption value | $(5,972,984) | $(7,418,245) | [Consolidated Statements of Cash Flows](index=44&type=section&id=Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities increased to **$(1,342,834)** in 2024, while investing activities provided **$15,621,342** from Trust Account redemptions, and financing activities used **$(14,641,192)** due to public share redemptions Consolidated Statements of Cash Flows Highlights | Cash Flow Activity | Year Ended Dec 31, 2024 ($) | Year Ended Dec 31, 2023 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | $(1,342,834) | $(650,771) | | Net cash provided by (used in) investing activities | $15,621,342 | $(58,506,250) | | Net cash (used in) provided by financing activities | $(14,641,192) | $59,490,864 | | Payment of redemption of public shares | $(16,541,342) | — | [Notes to Consolidated Financial Statements](index=45&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's organization, business operations, accounting policies, blank check status, proposed Huajin merger, going concern considerations, IPO, private placement, related party transactions, commitments, and fair value measurements for financial instruments - The company is a blank check company formed on **March 11, 2022**, for the purpose of a business combination, with no operations other than those related to the prospective merger[223](index=223&type=chunk)[225](index=225&type=chunk) - A Merger Agreement with Huajin (China) Holdings Limited was entered into on **August 11, 2023**, with Huajin surviving as a wholly-owned subsidiary[224](index=224&type=chunk)[241](index=241&type=chunk) - Management has determined that conditions raise substantial doubt about the company's ability to continue as a going concern due to capital needs and the uncertainty of completing a business combination by **September 28, 2025**[248](index=248&type=chunk) Promissory Notes from Related Parties (as of December 31, 2024) | Type | Amount ($) | | :--- | :--- | | Extension Loans | $1,265,000 | | Operation Loans | $980,150 | - The company has an administrative services agreement to pay its sponsor a monthly fee of **$10,000**, with accrued expenses of **$120,000** in 2024 and **$90,000** in 2023[295](index=295&type=chunk)[296](index=296&type=chunk) - A financial advisory agreement with Asian Legend International Investment Holding Limited entails a **$100,000 monthly cash fee** and **5%** of Class A Ordinary Shares issued to Huajin shareholders upon business combination, with accrued expenses of **$1,500,000** in 2024 and **$300,000** in 2023[300](index=300&type=chunk) - Private Warrants were reclassified from Level 3 to Level 2 in fair value hierarchy in 2023, with changes in fair value of **$(8,100)** in 2024 and **$53,500** in 2023[331](index=331&type=chunk)

New York, April 30, 2025 (GLOBE NEWSWIRE) -- Oak Woods Acquisition Corporation. (Nasdaq: OAKU) (the “Company”) today announced it received a delinquency notification letter from Nasdaq on April 24, 2025, which indicated that the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1) as a result of the delayed filing of the Company’s Annual Report on Form 10-K for the period ended December 31, 2024 (the “Annual Report”). The Nasdaq Listing Rule requires listed companies to timely file all required ...

PART I – FINANCIAL INFORMATION [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) Presents unaudited condensed consolidated financial statements and detailed notes for Q1 2024 and FY 2023, covering financial position, operations, equity, and cash flows [Unaudited Condensed Consolidated Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Summarizes the company's financial position, showing assets, liabilities, and shareholders' deficit as of March 31, 2024, and December 31, 2023 Unaudited Condensed Consolidated Balance Sheets | Metric | March 31, 2024 | December 31, 2023 | | :----------------------------------- | :------------- | :---------------- | | Cash | $38,232 | $367,321 | | Total Current Assets | $106,880 | $434,271 | | Investments held in Trust Account | $61,551,082 | $60,765,154 | | Total Assets | $61,657,962 | $61,199,425 | | Total Current Liabilities | $1,133,548 | $816,475 | | Total Liabilities | $3,152,908 | $2,837,875 | | Class A ordinary shares subject to possible redemption | $61,551,082 | $58,997,725 | | Total Shareholders' Deficit | $(3,046,028) | $(636,175) | - The company's cash significantly decreased from **$367,321** at December 31, 2023, to **$38,232** at March 31, 2024. Total current assets also saw a substantial decline, while total liabilities increased, leading to a larger shareholders' deficit[10](index=10&type=chunk) [Unaudited Condensed Consolidated Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Details the company's revenues, expenses, and net income (loss) for the three months ended March 31, 2024, and 2023 Unaudited Condensed Consolidated Statements of Operations | Metric | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :-------------------------------------------------------------------------------- | :-------------------------------- | :-------------------------------- | | Formation and operating costs | $648,672 | $43,943 | | Interest income earned on investments held in Trust Account | $785,928 | $21,058 | | Changes in fair value of warrant liabilities | $2,040 | — | | Net income (loss) | $143,504 | $(17,984) | | Basic and diluted net income per ordinary share, redeemable Class A ordinary shares | $0.12 | $0.40 | | Basic and diluted net loss per ordinary share, non-redeemable Class A ordinary shares and Class B ordinary shares | $(0.32) | $(0.07) | - The company reported a net income of **$143,504** for Q1 2024, a significant improvement from a net loss of **$17,984** in Q1 2023, primarily driven by a substantial increase in interest income from investments held in the Trust Account[11](index=11&type=chunk) [Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit)](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)) Outlines changes in shareholders' equity (deficit) from December 31, 2023, to March 31, 2024, including net income and share accretion Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) | Metric | December 31, 2023 | March 31, 2024 | | :------------------------------------------ | :---------------- | :------------- | | Accumulated Deficit | $(636,353) | $(3,046,206) | | Total Shareholders' Deficit | $(636,175) | $(3,046,028) | | Accretion of redeemable ordinary shares to redemption value | — | $(2,553,357) | | Net income | — | $143,504 | - The total shareholders' deficit significantly increased from **$(636,175)** at December 31, 2023, to **$(3,046,028)** at March 31, 2024, primarily due to the accretion of redeemable ordinary shares to redemption value, despite reporting a net income for the quarter[12](index=12&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Presents cash inflows and outflows from operating, investing, and financing activities for the three months ended March 31, 2024, and 2023 Unaudited Condensed Consolidated Statements of Cash Flows | Cash Flow Activity | Three Months Ended March 31, 2024 | Three Months Ended March 31, 2023 | | :--------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(329,089) | $(100,107) | | Net cash used in investing activities | — | $(58,506,250) | | Net cash provided by financing activities | — | $59,540,235 | | Net change in cash | $(329,089) | $933,878 | | Cash at end of period | $38,232 | $967,356 | - Net cash used in operating activities increased significantly in Q1 2024 compared to Q1 2023. There were no investing or financing activities in Q1 2024, contrasting with substantial activities in Q1 2023 related to the IPO and trust account investments[13](index=13&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements [Note 1 — Organization, Business Operation and Going Concern Consideration](index=8&type=section&id=Note%201%20%E2%80%94%20Organization,%20Business%20Operation%20and%20Going%20Concern%20Consideration) Details the company's formation, business combination efforts, and management's assessment of going concern due to liquidity challenges - Oak Woods Acquisition Corporation is a blank check company formed to effect a business combination. As of March 31, 2024, it had not commenced operations beyond activities related to its formation, IPO, and searching for a target, with non-operating income from interest on IPO proceeds[14](index=14&type=chunk)[16](index=16&type=chunk)[109](index=109&type=chunk) - The company entered into a Merger Agreement with Huajin (China) Holdings Limited on August 11, 2023, which was amended on March 23, 2024, to extend the termination date to June 28, 2024[15](index=15&type=chunk)[31](index=31&type=chunk)[32](index=32&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern due to a working capital deficit of **$1,026,668** as of March 31, 2024, and the uncertainty of completing a Business Combination within the extended period ending June 28, 2024[33](index=33&type=chunk)[35](index=35&type=chunk)[36](index=36&type=chunk) [Note 2 — Significant accounting policies](index=12&type=section&id=Note%202%20%E2%80%94%20Significant%20accounting%20policies) Outlines the key accounting principles and policies applied in preparing the financial statements, including for warrants and investments - The financial statements are prepared in accordance with GAAP for interim financial information, with certain disclosures condensed or omitted per SEC rules for interim reporting[38](index=38&type=chunk) - The company is an 'emerging growth company' and has elected to use the extended transition period for complying with new or revised financial accounting standards, which may affect comparability with other public companies[40](index=40&type=chunk)[41](index=41&type=chunk) - Investments held in the Trust Account are classified as trading securities or money market funds and are recognized at fair value, with changes in fair value included in the statement of operations[44](index=44&type=chunk) - Warrants are classified as liability-classified instruments and measured at fair value, with changes recognized as non-cash gain or loss in the consolidated statements of operations[46](index=46&type=chunk)[47](index=47&type=chunk) - Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of shareholders' equity, with accretion of redemption value recognized in accumulated deficit[48](index=48&type=chunk)[49](index=49&type=chunk) [Note 3 — Initial Public Offering](index=16&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) Describes the details and proceeds of the company's Initial Public Offering completed on March 28, 2023 - On March 28, 2023, the Company completed its IPO, selling **5,750,000** units at **$10.00** per unit, generating gross proceeds of **$57,500,000**. Each unit consists of one Class A ordinary share, one right, and one redeemable warrant[61](index=61&type=chunk) [Note 4 — Private Placement](index=17&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) Details the private placement of units to the Sponsor and the use of its proceeds - Simultaneously with the IPO, the Sponsor purchased **343,125** Private Units at **$10.00** per unit, generating **$3,431,250**. These proceeds were added to the Trust Account[62](index=62&type=chunk) - Private Units are identical to Public Units but have certain registration rights and transfer restrictions, and will expire worthless if a Business Combination is not completed within the specified timeframe[62](index=62&type=chunk) [Note 5 — Related Party Transactions](index=17&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) Discloses transactions and balances with related parties, including the Sponsor, for shares and administrative services - The Sponsor initially acquired **2,156,250** Class B ordinary shares for **$25,000**, later surrendering **718,750** shares. As of March 31, 2024, **1,437,500** Class B ordinary shares were outstanding[63](index=63&type=chunk)[64](index=64&type=chunk) - The Company accrues a monthly fee of **$10,000** to the Sponsor for administrative services. As of March 31, 2024, **$120,000** was payable to the Sponsor for these services, up from **$90,000** at December 31, 2023[72](index=72&type=chunk)[73](index=73&type=chunk) - The Sponsor's **$500,000** promissory note to the Company was repaid in June 2023, with no outstanding balance as of March 31, 2024, or December 31, 2023[70](index=70&type=chunk)[71](index=71&type=chunk) [Note 6 — Commitments & Contingencies](index=18&type=section&id=Note%206%20%E2%80%94%20Commitments%20%26%20Contingencies) Outlines the company's contractual obligations, including registration rights, underwriting fees, and advisory agreements - The Company has registration rights agreements with holders of founder shares, private placement units, and other securities, entitling them to demand and 'piggy-back' registration rights[74](index=74&type=chunk) - Underwriting fees include a cash discount of **$1,150,000** and a deferred underwriting fee of **$2,012,500**, payable upon the closing of a Business Combination[77](index=77&type=chunk) - The Company engaged Asian Legend International Investment Holding Limited as an advisor for the Business Combination, incurring a cash fee of **$100,000** per month and Class A Ordinary Shares equivalent to **5%** of shares issued to Huajin shareholders. Accrued consulting expenses were **$600,000** as of March 31, 2024[78](index=78&type=chunk) [Note 7 — Shareholder's Equity](index=19&type=section&id=Note%207%20%E2%80%94%20Shareholder's%20Equity) Details the authorized and outstanding share capital, including preferred, Class A, and Class B ordinary shares, rights, and warrants - The Company is authorized to issue **5,000,000** preferred shares, but none were issued or outstanding as of March 31, 2024, and December 31, 2023[79](index=79&type=chunk) - As of March 31, 2024, and December 31, 2023, there were **343,125** Class A ordinary shares issued or outstanding (excluding **5,750,000** shares subject to possible redemption) and **1,437,500** Class B ordinary shares issued and outstanding[80](index=80&type=chunk)[81](index=81&type=chunk) - Each right converts into one-sixth of a Class A ordinary share upon consummation of the initial Business Combination. Warrants entitle holders to purchase one Class A ordinary share at **$11.50**, exercisable 30 days after Business Combination completion or 12 months from IPO, expiring five years post-Business Combination[82](index=82&type=chunk)[84](index=84&type=chunk) [Note 8 — Derivative Warrant Liabilities](index=21&type=section&id=Note%208%20%E2%80%94%20Derivative%20Warrant%20Liabilities) Explains the classification and fair value measurement of private warrants as derivative liabilities - As of March 31, 2024, and December 31, 2023, the Company had **343,125** Private Warrants outstanding, recognized as warrant liabilities and measured at fair value[90](index=90&type=chunk) - Private Warrants are identical to Public Warrants but are subject to transfer restrictions, registration rights, and are exercisable on a cashless basis by initial purchasers or their affiliates, and are not redeemable by the Company[91](index=91&type=chunk) [Note 9 — Fair Value Measurements](index=21&type=section&id=Note%209%20%E2%80%94%20Fair%20Value%20Measurements) Describes the fair value hierarchy used for assets and liabilities, particularly investments and warrant liabilities - The Company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities. Investments held in the Trust Account are Level 1, while Derivative Warrant Liability – Private Warrant is Level 2[92](index=92&type=chunk)[97](index=97&type=chunk) Fair Value Measurements | Description | Level | March 31, 2024 | December 31, 2023 | | :-------------------------------- | :---- | :------------- | :---------------- | | Investments held in Trust Account | 1 | $61,551,082 | $60,765,154 | | Derivative Warrant Liability – Private Warrant | 2 | $6,860 | $8,900 | - The fair value of Private Warrants was initially estimated using a Binomial Model (Level 3 inputs) on March 28, 2023, but was reclassified to Level 2 after Public Warrants began trading separately on May 19, 2023, using their publicly listed trading price[98](index=98&type=chunk)[99](index=99&type=chunk)[101](index=101&type=chunk) [Note 10 — Subsequent Event](index=23&type=section&id=Note%2010%20%E2%80%94%20Subsequent%20Event) Confirms the evaluation of events subsequent to the balance sheet date, with no material adjustments or disclosures identified - The Company evaluated subsequent events up to the financial statement issuance date and did not identify any requiring adjustment or disclosure, beyond what is already presented[103](index=103&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=24&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial condition, operational results, recent developments, liquidity, and critical accounting estimates for Q1 2024 and Q1 2023 [Overview](index=24&type=section&id=Overview) Provides a general introduction to Oak Woods Acquisition Corporation as a blank check company and its purpose - Oak Woods Acquisition Corporation is a blank check company formed on March 11, 2022, for the purpose of executing a business combination[107](index=107&type=chunk) - The company has not commenced any operations as of March 31, 2024, other than those related to its formation, IPO, and the prospective merger with Huajin (China) Holdings Limited[108](index=108&type=chunk)[109](index=109&type=chunk) [Recent Development](index=25&type=section&id=Recent%20Development) Highlights the merger agreement with Huajin (China) Holdings Limited and its recent amendment - On August 11, 2023, the Company entered into a Merger Agreement with Huajin (China) Holdings Limited, with Huajin surviving as a wholly-owned subsidiary[111](index=111&type=chunk) - The Merger Agreement was amended on March 23, 2024, extending the termination date for the proposed business combination from March 23, 2024, to June 28, 2024[114](index=114&type=chunk) - Huajin made a deposit of **$330,969** to the Company, intended to fund a portion of the extension deposit and other expenses[113](index=113&type=chunk) [Results of Operations](index=25&type=section&id=Results%20of%20Operations) Compares the company's financial performance, including net income/loss and key drivers, for Q1 2024 and Q1 2023 - For the three months ended March 31, 2024, the Company reported a net income of **$143,504**, primarily from **$785,928** in interest income from the trust account and a **$2,040** decrease in warrant liabilities, offset by **$648,672** in operating expenses[117](index=117&type=chunk) - In contrast, for the three months ended March 31, 2023, the Company had a net loss of **$17,984**, due to **$43,943** in operating expenses, partially offset by **$21,058** in trust account interest income[118](index=118&type=chunk) [Liquidity and Capital Resources](index=26&type=section&id=Liquidity%20and%20Capital%20Resources) Analyzes the company's cash position, working capital, and ability to meet obligations, addressing going concern considerations - The Company consummated its IPO on March 28, 2023, raising **$57,500,000** from Public Units and **$3,431,250** from Private Units, with **$58,506,250** deposited into a Trust Account[119](index=119&type=chunk)[152](index=152&type=chunk) Liquidity and Capital Resources | Metric | March 31, 2024 | December 31, 2023 | | :-------------------- | :------------- | :---------------- | | Cash outside Trust Account | $38,232 | $367,321 | | Working Capital Deficit | $(1,026,668) | $(382,204) | - Net cash used in operating activities was **$329,089** for Q1 2024, compared to **$100,107** for Q1 2023, reflecting increased operating expenses and adjustments[120](index=120&type=chunk)[121](index=121&type=chunk) - Management has determined that the current financial conditions, including a significant working capital deficit and the uncertainty of completing the Business Combination by June 28, 2024, raise substantial doubt about the Company's ability to continue as a going concern[123](index=123&type=chunk)[125](index=125&type=chunk)[126](index=126&type=chunk) [Off-Balance Sheet Arrangements](index=27&type=section&id=Off-Balance%20Sheet%20Arrangements) Confirms the absence of any off-balance sheet arrangements, obligations, assets, or liabilities - The Company had no off-balance sheet arrangements, obligations, assets, or liabilities as of March 31, 2024, and December 31, 2023[128](index=128&type=chunk) [Contractual Obligations](index=27&type=section&id=Contractual%20Obligations) Details the company's various contractual commitments, including registration rights, administrative fees, and deferred underwriting fees - The Company has registration rights agreements for founder shares, Private Placement Units, and other securities, requiring it to register these for resale[129](index=129&type=chunk) - The Company is obligated to pay the Sponsor a monthly fee of **$10,000** for administrative services, with **$120,000** accrued as of March 31, 2024[132](index=132&type=chunk)[133](index=133&type=chunk) - A deferred underwriting fee of **$2,012,500** is payable to the underwriter upon the completion of a business combination[135](index=135&type=chunk) - The Company has a financial advisory agreement with Asian Legend International Investment Holding Limited, incurring a cash fee of **$100,000** per month and a contingent issuance of Class A Ordinary Shares[136](index=136&type=chunk) [Critical Accounting Estimates](index=28&type=section&id=Critical%20Accounting%20Estimates) Discusses key accounting estimates, particularly the classification and fair value measurement of warrant liabilities - The classification and fair value measurement of private warrants as a liability is a critical accounting estimate, requiring significant management judgment, and deviations could materially impact financial results[138](index=138&type=chunk) [Recent Accounting Pronouncements](index=29&type=section&id=Recent%20Accounting%20Pronouncements) Identifies and assesses the potential impact of recently issued accounting standards on the company's financial reporting - The FASB issued ASU 2023-09, 'Improvements to Income Tax Disclosures,' effective for public business entities for annual periods beginning after December 15, 2024. The Company is currently assessing its impact[139](index=139&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=29&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company, as a smaller reporting entity, is exempt from market risk disclosures - The Company, as a smaller reporting company, is not required to make disclosures under this Item[141](index=141&type=chunk) [Item 4. Control and Procedures](index=29&type=section&id=Item%204.%20Control%20and%20Procedures) Evaluates the effectiveness of disclosure controls and procedures, confirming no material changes in internal control over financial reporting - The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of disclosure controls and procedures as of March 31, 2024, concluding they were effective[143](index=143&type=chunk) - There were no material changes in the Company's internal control over financial reporting during the most recent fiscal quarter[144](index=144&type=chunk) PART II – OTHER INFORMATION [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings as of the filing date - There are no legal proceedings to report[146](index=146&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) Refers to previously disclosed risk factors and highlights new geopolitical risks impacting business combination prospects - No material changes to risk factors were disclosed, other than those described in the report[147](index=147&type=chunk) - Global geopolitical events, including the conflicts in Ukraine and between Israel and Hamas, could materially and adversely affect the Company's ability to complete a Business Combination or the operations of a target business[148](index=148&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Details unregistered equity sales and the use of IPO and private placement proceeds, primarily for the trust account - On March 28, 2023, the Company completed its IPO, selling **5,750,000** Public Units at **$10.00** each, generating **$57,500,000**[149](index=149&type=chunk) - Simultaneously, the Sponsor purchased Private Units for **$3,431,250** in a private placement, with terms identical to Public Units except for transfer restrictions and registration rights[150](index=150&type=chunk)[151](index=151&type=chunk) - A total of **$58,506,250** from the IPO and Private Placement proceeds was deposited into a trust account for the benefit of public stockholders[152](index=152&type=chunk) [Item 3. Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - There are no defaults upon senior securities[153](index=153&type=chunk) [Item 4. Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - This item is not applicable[154](index=154&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) The company reports no other information for this period - There is no other information to report[155](index=155&type=chunk) [Item 6. Exhibits](index=32&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Quarterly Report on Form 10-Q, including certifications and XBRL documents - Exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (31.1, 32.1) and Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[158](index=158&type=chunk) [SIGNATURES](index=33&type=section&id=SIGNATURES) The report is signed by Lixin Zheng, Chairman, CEO, and CFO, on behalf of Oak Woods Acquisition Corporation - The report was signed by Lixin Zheng, Chairman, Chief Executive Officer, and Chief Financial Officer, on May 15, 2024[164](index=164&type=chunk)

In contrast, the following illustrative table shows the post-business combination funds flow of the Company to the extent that the Company will acquire a company based in the PRC through direct equity investment. Note: 58 Prior to our initial business combination, we are currently not required to obtain from Chinese authorities any permission to issue our securities to foreign investors and to operate our company. Under the PRC Enterprise Income Tax Law and its implementation rules, an enterprise establishe ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This section presents the company's financial statements, management's discussion and analysis, market risk disclosures, and internal controls [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) Presents Oak Woods Acquisition Corporation's unaudited condensed financial statements and comprehensive notes for the period ended September 30, 2023 [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets%20as%20of%20September%2030%2C%202023%20and%20December%2031%2C%202022) Details the company's financial position, including assets, liabilities, and equity, as of September 30, 2023, and December 31, 2022 **Balance Sheet Highlights (September 30, 2023 vs. December 31, 2022):** | Metric | Sep 30, 2023 ($) | Dec 31, 2022 ($) | | :-------------------------------- | :----------- | :----------- | | Cash | $527,023 | $33,478 | | Investments held in the Trust Account | $59,971,790 | $0 | | Total Assets | $60,533,813 | $267,906 | | Total Current Liabilities | $413,424 | $309,208 | | Total Liabilities | $2,425,924 | $309,208 | | Class A ordinary shares subject to possible redemption | $56,434,057 | $0 | | Total Shareholders' Equity (Deficit) | $1,673,832 | $(41,302) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations%20for%20the%20Three%20and%20Nine%20Months%20Ended%20September%2030%2C%202023%20and%20for%20the%20Period%20from%20March%2011%2C%202022%20%28Inception%29%20through%20September%2030%2C%202022) Presents the company's financial performance, including revenues and expenses, for the three and nine months ended September 30, 2023 **Statements of Operations Highlights (Three Months Ended Sep 30, 2023 vs. 2022):** | Metric | Sep 30, 2023 ($) | Sep 30, 2022 ($) | | :-------------------------------- | :----------- | :----------- | | Formation and operating costs | $251,764 | $0 | | Operating expenses | $(251,764) | $0 | | Interest income | $4,346 | $0 | | Income earned on investments held in Trust Account | $770,154 | $0 | | Changes in fair value of warrant liabilities | $(7,400) | $0 | | Total other income | $767,100 | $0 | | Net income (loss) attributable to ordinary shares | $515,336 | $0 | | Basic and diluted net income per ordinary share, redeemable ordinary shares | $0.17 | $0 | | Basic and diluted net loss per ordinary share, non-redeemable ordinary shares | $(0.26) | $(0.00) | **Statements of Operations Highlights (Nine Months Ended Sep 30, 2023 vs. Period from Inception through Sep 30, 2022):** | Metric | Sep 30, 2023 ($) | Sep 30, 2022 (Inception) ($) | | :-------------------------------- | :----------- | :----------------------- | | Formation and operating costs | $473,680 | $12,642 | | Operating expenses | $(473,680) | $(12,642) | | Interest income | $18,676 | $0 | | Income earned on investments held in Trust Account | $1,465,540 | $0 | | Changes in fair value of warrant liabilities | $43,900 | $0 | | Total other income | $1,528,116 | $0 | | Net income (loss) attributable to ordinary shares | $1,054,436 | $(12,642) | | Basic and diluted net income per ordinary share, redeemable ordinary shares | $0.56 | $0 | | Basic and diluted net loss per ordinary share, non-redeemable ordinary shares | $(0.68) | $(0.01) | [Unaudited Condensed Statements of Changes in Shareholders' Equity (Deficit) (Three Months)](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20%28Deficit%29%20for%20the%20Three%20Months%20Ended%20September%2030%2C%202023%20and%202022) Outlines the changes in shareholders' equity (deficit) for the three months ended September 30, 2023 and 2022 - Shareholders' Equity (Deficit) for the three months ended September 30, 2023, increased from **$3,624,471** as of June 30, 2023, to **$1,673,832**, primarily due to net income of **$515,336**, partially offset by accretion of redeemable ordinary shares to redemption value of **$(2,465,975)**[13](index=13&type=chunk) [Unaudited Condensed Statements of Changes in Shareholders' Equity (Deficit) (Nine Months)](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20%28Deficit%29%20for%20the%20Nine%20Months%20Ended%20September%2030%2C%202023%20and%20for%20the%20Period%20from%20March%2011%2C%202022%20%28Inception%29%20through%20September%2030%2C%202022) Presents the changes in shareholders' equity (deficit) for the nine months ended September 30, 2023, and the period from inception - Shareholders' Equity (Deficit) for the nine months ended September 30, 2023, significantly increased from **$(41,302)** as of December 31, 2022, to **$1,673,832**, driven by proceeds from the sale of public units (**$57,500,000**) and private placement units (**$3,431,250**), and net income of **$1,054,436**, partially offset by underwriting commissions, offering costs, reclassification of common stock subject to redemption, and accretion of redeemable ordinary shares[14](index=14&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=8&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows%20for%20the%20Nine%20Months%20Ended%20September%2030%2C%202023%20and%20for%20the%20Period%20from%20March%2011%2C%202022%20%28Inception%29%20through%20September%2030%2C%202022) Summarizes the cash inflows and outflows from operating, investing, and financing activities for the nine months ended September 30, 2023 **Cash Flow Summary (Nine Months Ended Sep 30, 2023 vs. Period from Inception through Sep 30, 2022):** | Cash Flow Activity | Sep 30, 2023 ($) | Sep 30, 2022 (Inception) ($) | | :-------------------------------- | :----------- | :----------------------- | | Net cash used in operating activities | $(491,069) | $(10,250) | | Net cash used in investing activities | $(58,506,250) | $0 | | Net cash provided by financing activities | $59,490,864 | $36,250 | | Net change in cash | $493,545 | $26,000 | | Cash at end of period | $527,023 | $26,000 | [Notes to Unaudited Condensed Financial Statements](index=9&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) Provides detailed explanations and disclosures supporting the unaudited condensed financial statements [Note 1 — Organization, Business Operation and Going Concern Consideration](index=9&type=section&id=Note%201%20%E2%80%94%20Organization%2C%20Business%20Operation%20and%20Going%20Concern%20Consideration) Describes the company's formation, business purpose, recent merger agreement, and management's going concern assessment - Oak Woods Acquisition Corporation is a blank check company incorporated on March 11, 2022, for the purpose of a business combination[19](index=19&type=chunk) - On August 11, 2023, the Company entered into a Merger Agreement with Huajin (China) Holdings Limited, with Huajin surviving as a wholly-owned subsidiary of Oak Woods[20](index=20&type=chunk)[103](index=103&type=chunk)[104](index=104&type=chunk) - The Company completed its IPO on March 28, 2023, raising **$57,500,000** from public units and **$3,431,250** from private units, with **$58,506,250** placed in a Trust Account[22](index=22&type=chunk)[24](index=24&type=chunk) - Management has determined that conditions raise substantial doubt about the Company's ability to continue as a going concern, primarily due to the uncertainty of completing a Business Combination within the Combination Period[35](index=35&type=chunk) [Note 2 — Significant accounting policies](index=12&type=section&id=Note%202%20%E2%80%94%20Significant%20accounting%20policies) Details the significant accounting policies applied in preparing the financial statements, including GAAP and EGC considerations - The financial statements are prepared in accordance with GAAP for interim financial information and SEC regulations, with certain disclosures condensed or omitted[38](index=38&type=chunk) - The Company is an 'emerging growth company' and has elected not to opt out of the extended transition period for new accounting standards, which may affect comparability with other public companies[40](index=40&type=chunk)[41](index=41&type=chunk) - Key accounting policies include presenting investments held in the Trust Account at fair value, charging offering costs to shareholders' equity upon IPO completion, and classifying warrants as either equity or liability based on specific terms[44](index=44&type=chunk)[45](index=45&type=chunk)[47](index=47&type=chunk) - Ordinary shares subject to possible redemption are classified as temporary equity and presented at redemption value, with changes in redemption value recognized in additional paid-in capital or accumulated deficit[49](index=49&type=chunk)[50](index=50&type=chunk) [Note 3 — Initial Public Offering](index=17&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) Provides details on the company's Initial Public Offering, including units sold, proceeds, and warrant terms - On March 28, 2023, the Company sold **5,750,000** Public Units at **$10.00** per unit, generating gross proceeds of **$57,500,000**, including the full exercise of the over-allotment option[65](index=65&type=chunk) - Each Public Unit consists of one Class A ordinary share, one redeemable warrant, and one right to receive one-sixth of one Class A ordinary share upon business combination[65](index=65&type=chunk) - Warrants become exercisable on the later of 30 days after business combination or 12 months from IPO, expiring five years after business combination[65](index=65&type=chunk) [Note 4 — Private Placement](index=19&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) Describes the private placement of units to the Sponsor, including proceeds and unit characteristics - Simultaneously with the IPO, the Sponsor purchased **343,125** Private Units at **$10.00** per unit, generating **$3,431,250** in gross proceeds[67](index=67&type=chunk) - Private Units are identical to Public Units but include certain registration rights and transfer restrictions, with proceeds added to the Trust Account[67](index=67&type=chunk) [Note 5 — Related Party Transactions](index=19&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) Outlines transactions and agreements with related parties, including the Sponsor, founder shares, and administrative fees - The Sponsor acquired **1,437,500** Class B ordinary shares (founder shares) for **$25,000**, which are subject to transfer restrictions until one year after business combination or when Class A shares reach **$12.50** for 20 trading days within a 30-day period[68](index=68&type=chunk)[69](index=69&type=chunk)[71](index=71&type=chunk) - The Sponsor or affiliates may provide Working Capital Loans, up to **$1,151,000**, convertible into units identical to Private Units upon business combination[72](index=72&type=chunk) - The Company repaid a **$500,000** promissory note from the Sponsor in June 2023, with no outstanding balance as of September 30, 2023[73](index=73&type=chunk)[74](index=74&type=chunk) - The Company is obligated to pay the Sponsor a monthly fee of **$10,000** for administrative services, with **$60,000** accrued for the nine months ended September 30, 2023, and remaining unpaid[75](index=75&type=chunk)[76](index=76&type=chunk) [Note 6 — Commitments & Contingencies](index=20&type=section&id=Note%206%20%E2%80%94%20Commitments%20%26%20Contingencies) Details the company's commitments and contingencies, including registration rights and deferred underwriting fees - Holders of founder shares, private placement units, and securities from working capital loans have registration rights to require the Company to register their securities for sale[77](index=77&type=chunk) - Underwriters received a cash underwriting discount of **$1,150,000** and are entitled to a deferred underwriting fee of **$2,012,500**, payable upon the closing of a Business Combination from the Trust Account[79](index=79&type=chunk) [Note 7 — Shareholder's Equity](index=21&type=section&id=Note%207%20%E2%80%94%20Shareholder's%20Equity) Describes the company's authorized and outstanding share capital, including Class A and Class B ordinary shares, rights, and warrants - The Company is authorized to issue **5,000,000** preferred shares (none issued), **500,000,000** Class A ordinary shares, and **50,000,000** Class B ordinary shares[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) - As of September 30, 2023, **343,125** Class A ordinary shares (excluding **5,750,000** subject to redemption) and **1,437,500** Class B ordinary shares were issued and outstanding[81](index=81&type=chunk)[82](index=82&type=chunk) - Each right converts into one-sixth of a Class A ordinary share upon business combination, and each warrant entitles the holder to purchase one Class A ordinary share at **$11.50**[83](index=83&type=chunk)[85](index=85&type=chunk) [Note 8 — Derivative Warrant Liabilities](index=23&type=section&id=Note%208%20%E2%80%94%20Derivative%20Warrant%20Liabilities) Explains the accounting treatment and characteristics of derivative warrant liabilities, specifically Private Warrants - As of September 30, 2023, **343,125** Private Warrants are outstanding and recognized as warrant liabilities, measured at fair value[90](index=90&type=chunk) - Private Warrants are identical to Public Warrants but include registration rights, are exercisable on a cashless basis, and are not redeemable by the Company as long as held by initial purchasers or affiliates[91](index=91&type=chunk) [Note 9 — Fair Value Measurements](index=23&type=section&id=Note%209%20%E2%80%94%20Fair%20Value%20Measurements) Discusses the company's fair value measurements for assets and liabilities, utilizing a three-level hierarchy - The Company uses a fair value hierarchy (Level 1, 2, 3) to classify assets and liabilities based on observable and unobservable inputs[92](index=92&type=chunk)[96](index=96&type=chunk) **Fair Value Measurements (September 30, 2023):** | Description | Level | Fair Value ($) | | :-------------------------------- | :---- | :----------- | | Cash held in trust account | 1 | $59,971,790 | | Derivative Warrant Liability – Private Warrant | 2 | $18,500 | - Private Warrants were initially valued using a Binomial Model (Level 3) but were reclassified to Level 2 after Public Warrants began trading, as their value became approximately the same[99](index=99&type=chunk)[100](index=100&type=chunk)[102](index=102&type=chunk) [Note 10 — Merger Agreement and Related Matters](index=24&type=section&id=Note%2010%20%E2%80%94%20Merger%20Agreement%20and%20Related%20Matters) Provides information on the recently executed Merger Agreement with Huajin (China) Holdings Limited - On August 11, 2023, the Company entered into a Merger Agreement with Huajin (China) Holdings Limited, where Huajin will merge into a wholly-owned subsidiary of Oak Woods[103](index=103&type=chunk)[104](index=104&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=26&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's financial condition, operational results, and liquidity, emphasizing its blank check status and the recent merger agreement - Oak Woods Acquisition Corporation is a blank check company formed on March 11, 2022, to effect a business combination, and has not commenced operations or generated operating revenues[107](index=107&type=chunk)[109](index=109&type=chunk) - On August 11, 2023, the Company entered into a Merger Agreement with Huajin (China) Holdings Limited, with Huajin surviving as a wholly-owned subsidiary of Oak Woods[108](index=108&type=chunk)[110](index=110&type=chunk) - For the three months ended September 30, 2023, the Company reported net income of **$515,336**, primarily from interest income on the trust account[113](index=113&type=chunk) - For the nine months ended September 30, 2023, the Company reported net income of **$1,054,436**, a significant improvement from a net loss of **$12,642** in the prior year period[114](index=114&type=chunk)[115](index=115&type=chunk) - The Company consummated its IPO on March 28, 2023, raising **$57,500,000** from public units and **$3,431,250** from private units, with **$527,023** cash held outside the Trust Account as of September 30, 2023[116](index=116&type=chunk)[118](index=118&type=chunk) - Management has determined that conditions raise substantial doubt about the Company's ability to continue as a going concern due to the uncertainty of completing a Business Combination within the Combination Period[120](index=120&type=chunk) - The Company has contractual obligations including a **$2,012,500** deferred underwriting fee payable upon business combination and a **$10,000** monthly administrative service fee to the Sponsor, with **$30,000** accrued for the three and nine months ended September 30, 2023[126](index=126&type=chunk)[127](index=127&type=chunk)[129](index=129&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=31&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Oak Woods Acquisition Corporation is not required to provide quantitative and qualitative disclosures about market risk in this report - The Company is a smaller reporting company and is exempt from disclosures under this item[140](index=140&type=chunk) [Item 4. Control and Procedures](index=31&type=section&id=Item%204.%20Control%20and%20Procedures) The Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of the Company's disclosure controls and procedures as of September 30, 2023, concluding they were effective. There were no material changes in internal control over financial reporting during the most recent fiscal quarter - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective as of September 30, 2023[142](index=142&type=chunk) - There were no material changes in the Company's internal control over financial reporting during the most recent fiscal quarter[143](index=143&type=chunk) [PART II – OTHER INFORMATION](index=32&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) Presents other required information, including legal proceedings, risk factors, equity sales, and various exhibits [Item 1. Legal Proceedings](index=32&type=section&id=Item%201.%20Legal%20Proceedings) The Company reported no legal proceedings as of the reporting date - No legal proceedings to report[146](index=146&type=chunk) [Item 1A. Risk Factors](index=32&type=section&id=Item%201A.%20Risk%20Factors) The Company refers to previously disclosed risk factors in its final prospectus and highlights new geopolitical risks, including conflicts in Ukraine and between Israel and Hamas, which could materially affect its ability to consummate a Business Combination or the operations of a target business - The Company refers to the risk factors described in its final prospectus filed on March 24, 2023[147](index=147&type=chunk) - New geopolitical risks, including military action in Ukraine and the conflict between Israel and Hamas, could materially and adversely affect the Company's ability to consummate a Business Combination or the operations of a target business[148](index=148&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=32&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the Company's IPO and simultaneous private placement, including the number of units sold, gross proceeds, and the deposit of net proceeds into a trust account. It also outlines the key differences and restrictions for the private units compared to public units - On March 28, 2023, the Company consummated its IPO, selling **5,750,000** Public Units at **$10.00** each, generating gross proceeds of **$57,500,000**[149](index=149&type=chunk) - Simultaneously, a private placement with the Sponsor generated **$3,431,250** from the sale of Private Units at **$10.00** each[150](index=150&type=chunk) - The Private Units have identical terms to Public Units but include transfer restrictions, registration rights, and voting agreements[151](index=151&type=chunk) - A total of **$58,506,250** of net proceeds from the IPO and Private Placement were deposited into a trust account[152](index=152&type=chunk) [Item 3. Defaults Upon Senior Securities](index=32&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The Company reported no defaults upon senior securities - No defaults upon senior securities[153](index=153&type=chunk) [Item 4. Mine Safety Disclosures](index=32&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - This item is not applicable to the Company[154](index=154&type=chunk) [Item 5. Other Information](index=32&type=section&id=Item%205.%20Other%20Information) The Company reported no other information for this item - No other information to report[155](index=155&type=chunk) [Item 6. Exhibits](index=34&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of, or incorporated by reference into, the Quarterly Report on Form 10-Q, including certifications and XBRL documents - Exhibits filed include certifications of principal executive and financial officers (31.1, 32.1) and various Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[157](index=157&type=chunk) [SIGNATURES](index=35&type=section&id=SIGNATURES) Contains the official signatures certifying the accuracy and completeness of the report - The report was signed by Lixin Zheng, Chairman, Chief Executive Officer, and Chief Financial Officer, on November 13, 2023[162](index=162&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 001-41664 OAK WOODS ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 For the transition period from to Cayman Islands N/A (State or other juris ...

[PART I – FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the company's unaudited condensed financial statements and accompanying explanatory notes [Unaudited Condensed Balance Sheets](index=4&type=section&id=Unaudited%20Condensed%20Balance%20Sheets) | Metric | March 31, 2023 | December 31, 2022 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $967,356 | $33,478 | | Investments held in Trust Account | $58,527,308 | — | | Total Assets | $59,494,664 | $267,906 | | **Liabilities** | | | | Promissory note – related party | $380,340 | $295,000 | | Derivative Warrant Liability – Private Warrant | $62,400 | — | | Deferred underwriting commission | $2,012,500 | — | | Total Liabilities | $2,459,195 | $309,208 | | **Shareholders' Equity (Deficit)** | | | | Total Shareholders' Equity (Deficit) | $5,366,187 | $(41,302) | [Unaudited Condensed Statements of Operations](index=5&type=section&id=Unaudited%20Condensed%20Statements%20of%20Operations) | Metric | Three Months Ended March 31, 2023 | Period from March 11, 2022 (Inception) through March 31, 2022 | | :--- | :--- | :--- | | Formation and operating costs | $43,943 | $10,250 | | Operating expenses | $(43,943) | $(10,250) | | Interest income | $4,901 | — | | Income earned on investments held in Trust Account | $21,058 | — | | Total other income | $25,959 | — | | Net loss attributable to ordinary shares | $(17,984) | $(10,250) | | Basic and diluted net income per ordinary share, redeemable ordinary shares | $0.40 | — | | Basic and diluted net loss per ordinary share, non-redeemable ordinary shares | $(0.07) | $(0.01) | [Unaudited Condensed Statements of Changes in Shareholders' Equity (Deficit)](index=6&type=section&id=Unaudited%20Condensed%20Statements%20of%20Changes%20in%20Shareholders'%20Equity%20(Deficit)) | Metric | Balance as of Dec 31, 2022 | Sale of public units in IPO | Sale of private placement units | Net loss | Balance as of Mar 31, 2023 | | :--- | :--- | :--- | :--- | :--- | :--- | | Total Shareholders' Equity (Deficit) | $(41,302) | $57,500,000 | $3,431,250 | $(17,984) | $5,366,187 | - The company's total shareholders' equity (deficit) significantly increased from a deficit of **$(41,302)** at December 31, 2022, to an equity of **$5,366,187** at March 31, 2023, primarily due to proceeds from the initial public offering and private placement[12](index=12&type=chunk) [Unaudited Condensed Statements of Cash Flows](index=7&type=section&id=Unaudited%20Condensed%20Statements%20of%20Cash%20Flows) | Cash Flow Activity | Three Months Ended March 31, 2023 | Period from March 11, 2022 (Inception) through March 31, 2022 | | :--- | :--- | :--- | | Net cash used in operating activities | $(100,107) | — | | Net cash provided by (used in) investing activities | $(58,506,250) | — | | Net cash provided by financing activities | $59,540,235 | — | | Net change in cash | $933,878 | — | | Cash at end of period | $967,356 | — | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) [Note 1 — Organization, Business Operation and Going Concern Consideration](index=8&type=section&id=Note%201%20%E2%80%94%20Organization,%20Business%20Operation%20and%20Going%20Concern%20Consideration) This note details the Company's formation as a SPAC, its IPO, and substantial doubt about its ability to continue as a going concern - The Company is a blank check company (SPAC) incorporated on March 11, 2022, formed to pursue a business combination, with an intention to target the public and private healthcare, medical services, and technology-enabled healthcare services sectors[17](index=17&type=chunk)[99](index=99&type=chunk) - On March 28, 2023, the Company consummated its IPO, selling **5,750,000 public units** for **$57,500,000 gross proceeds**, and simultaneously sold **343,125 private units** to its Sponsor for **$3,431,250**[20](index=20&type=chunk)[103](index=103&type=chunk) - A total of **$58,506,250** from the IPO and private placement was placed in a Trust Account, to be invested in U.S. government treasury bills or money market funds, and will not be released until a business combination or liquidation[22](index=22&type=chunk)[137](index=137&type=chunk) - Management has determined that conditions raise **substantial doubt** about the Company's ability to continue as a going concern due to its limited operations and the uncertainty of completing a Business Combination within the Combination Period[33](index=33&type=chunk)[107](index=107&type=chunk) [Note 2 — Significant accounting policies](index=11&type=section&id=Note%202%20%E2%80%94%20Significant%20accounting%20policies) This note outlines the Company's significant accounting policies, basis of presentation, and specific treatments for warrants and redeemable shares - The unaudited condensed financial statements are presented in conformity with **US GAAP** and SEC rules, with certain information condensed[36](index=36&type=chunk)[37](index=37&type=chunk) - The Company is an **"emerging growth company"** and has elected to use the extended transition period for complying with new or revised financial accounting standards[38](index=38&type=chunk)[40](index=40&type=chunk) - Warrants are accounted for as either equity-classified or liability-classified instruments based on specific terms and applicable authoritative guidance (ASC 480 and ASC 815); liability-classified warrants are recorded at fair value with changes recognized in operations[45](index=45&type=chunk)[46](index=46&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) - Class A ordinary shares subject to possible redemption are classified as **temporary equity** at redemption value, with changes in redemption value recognized in additional paid-in capital or accumulated deficit[47](index=47&type=chunk)[48](index=48&type=chunk)[118](index=118&type=chunk)[119](index=119&type=chunk) [Note 3 — Initial Public Offering](index=16&type=section&id=Note%203%20%E2%80%94%20Initial%20Public%20Offering) This note details the successful completion of the Company's Initial Public Offering on March 28, 2023 - On March 28, 2023, the Company sold **5,750,000 Units** at **$10.00 per Unit**, generating gross proceeds of **$57,500,000**, including the full exercise of the over-allotment option[62](index=62&type=chunk)[103](index=103&type=chunk) - Each Unit consists of one Class A ordinary share, one Public Right (converting to one-sixth of a share upon business combination), and one redeemable Public Warrant (exercisable at $11.50 per share)[62](index=62&type=chunk)[103](index=103&type=chunk) [Note 4 — Private Placement](index=16&type=section&id=Note%204%20%E2%80%94%20Private%20Placement) This note describes the private placement of units to the Sponsor, which occurred concurrently with the IPO - Simultaneously with the IPO, the Sponsor purchased **343,125 Private Units** at **$10.00 per unit**, generating total gross proceeds of **$3,431,250**[63](index=63&type=chunk)[103](index=103&type=chunk)[135](index=135&type=chunk) - Private Units are identical to Public Units but include specific registration rights and transfer restrictions; proceeds were added to the Trust Account[63](index=63&type=chunk)[136](index=136&type=chunk)[137](index=137&type=chunk) [Note 5 — Related Party Transactions](index=16&type=section&id=Note%205%20%E2%80%94%20Related%20Party%20Transactions) This note details various transactions with related parties, including founder shares, promissory notes, and administrative service fees - The Sponsor acquired 2,156,250 Class B ordinary shares for $25,000 on October 25, 2022; after a surrender and cancellation of 718,750 shares, **1,437,500 Class B ordinary shares** were outstanding as of March 31, 2023[64](index=64&type=chunk)[78](index=78&type=chunk) - As of March 31, 2023, the Sponsor provided promissory notes aggregating **$380,340**, which are non-interest bearing, unsecured, and due by May 31, 2023[70](index=70&type=chunk)[111](index=111&type=chunk)[112](index=112&type=chunk) - The Company is obligated to pay the Sponsor a monthly fee of **$10,000** for general and administrative services, commencing March 28, 2023[71](index=71&type=chunk)[113](index=113&type=chunk) [Note 6 — Commitments & Contingencies](index=17&type=section&id=Note%206%20%E2%80%94%20Commitments%20&%20Contingencies) This note outlines the Company's key commitments, including registration rights and underwriting agreement terms - Holders of founder shares, private placement units, and other securities will have **registration rights** to require the Company to register a sale of their securities[72](index=72&type=chunk)[110](index=110&type=chunk) - The underwriters received a cash underwriting discount of **$1,150,000** and are entitled to a deferred underwriting fee of **$2,012,500**, payable upon the closing of a Business Combination[75](index=75&type=chunk)[116](index=116&type=chunk) [Note 7 — Shareholder's Equity](index=18&type=section&id=Note%207%20%E2%80%94%20Shareholder's%20Equity) This note provides a detailed breakdown of the Company's authorized and outstanding share capital - As of March 31, 2023, there were **343,125 Class A ordinary shares** issued and outstanding (excluding 5,750,000 shares subject to possible redemption) and **1,437,500 Class B ordinary shares** issued and outstanding[77](index=77&type=chunk)[78](index=78&type=chunk) - Each right entitles the holder to receive **one-sixth (1/6)** of a Class A ordinary share upon consummation of an initial Business Combination, with no fractional shares issued[79](index=79&type=chunk)[80](index=80&type=chunk) - Each warrant entitles the holder to purchase one Class A ordinary share at **$11.50**, exercisable on the later of 12 months from IPO closing or 30 days after the initial Business Combination[81](index=81&type=chunk) [Note 8 — Derivative Warrant Liabilities](index=20&type=section&id=Note%208%20%E2%80%94%20Derivative%20Warrant%20Liabilities) This note explains the accounting treatment and terms of the Company's Private Warrants as derivative liabilities - As of March 31, 2023, the Company had **343,125 Private Warrants** outstanding, which are recognized as warrant liabilities and subsequently measured at fair value[87](index=87&type=chunk)[93](index=93&type=chunk) - Private Warrants are identical to Public Warrants but include registration rights, are exercisable on a **cashless basis**, and are not redeemable by the Company while held by initial purchasers or affiliates[88](index=88&type=chunk) [Note 9 — Fair Value Measurements](index=20&type=section&id=Note%209%20%E2%80%94%20Fair%20Value%20Measurements) This note describes the Company's approach to fair value measurements and the valuation of its Private Warrants - The fair value hierarchy categorizes inputs into **Level 1** (quoted prices in active markets), **Level 2** (observable inputs other than Level 1), and **Level 3** (unobservable inputs)[89](index=89&type=chunk)[90](index=90&type=chunk) - The fair value of Private Warrants (**$62,400** as of March 31, 2023) is a **Level 3 measurement**, estimated using a Binomial model based on assumptions for volatility (9.30%), stock price ($10.00), expected life (5.76 years), risk-free rate (3.63%), and dividend yield (0.00%)[93](index=93&type=chunk)[94](index=94&type=chunk)[95](index=95&type=chunk)[96](index=96&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on financial condition, results of operations, liquidity, and critical accounting policies [Cautionary Note Regarding Forward-Looking Statements](index=22&type=section&id=Cautionary%20Note%20Regarding%20Forward-Looking%20Statements) - This Quarterly Report includes forward-looking statements regarding the Company's financial position, business strategy, and future operations, which involve risks and uncertainties that could cause actual results to differ materially[98](index=98&type=chunk) - The Company disclaims any intention or obligation to update or revise any forward-looking statements, except as expressly required by applicable securities law[98](index=98&type=chunk) [Overview](index=22&type=section&id=Overview) - The Company is a blank check company, incorporated on March 11, 2022, for the purpose of entering into a business combination, with an intention to pursue targets in the public and private healthcare, medical services, and technology-enabled healthcare services sectors in the Asia-Pacific region[99](index=99&type=chunk) - As of March 31, 2023, the Company had not commenced any operations and will not generate operating revenues until after the completion of a Business Combination, instead generating non-operating income from interest on IPO proceeds[100](index=100&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) | Metric | Three Months Ended March 31, 2023 | Period from March 11, 2022 (Inception) through March 31, 2022 | | :--- | :--- | :--- | | Net loss | $(17,984) | $(10,250) | | Operating expenses | $43,943 | $10,250 | | Interest income (operating account) | $4,901 | — | | Income earned on investments (trust account) | $21,058 | — | - The Company's activities through March 31, 2023, were limited to organizational activities and preparing for the IPO, with no operating revenues generated[101](index=101&type=chunk) [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) - The Company consummated its IPO and private placement on March 28, 2023, generating gross proceeds of **$57,500,000** and **$3,431,250**, respectively[103](index=103&type=chunk) | Metric | March 31, 2023 | | :--- | :--- | | Cash held outside Trust Account | $967,356 | | Working capital | $520,661 | | Net cash used in operating activities (3 months) | $(100,107) | - Management has determined that conditions raise **substantial doubt** about the Company's ability to continue as a going concern due to the need to complete a Business Combination within the Combination Period[107](index=107&type=chunk) [Off-Balance Sheet Arrangements](index=24&type=section&id=Off-Balance%20Sheet%20Arrangements) - The Company had no obligations, assets, or liabilities considered off-balance sheet arrangements as of March 31, 2023[109](index=109&type=chunk) [Contractual Obligations](index=24&type=section&id=Contractual%20Obligations) - Holders of founder shares, Private Placement Units, and other securities will be entitled to **registration rights**[110](index=110&type=chunk) - As of March 31, 2023, the Sponsor provided promissory notes aggregating **$380,340**, which are non-interest bearing, unsecured, and due by May 31, 2023[111](index=111&type=chunk)[112](index=112&type=chunk) - The Company is obligated to pay the Sponsor a monthly fee of **$10,000** for general and administrative services, commencing March 28, 2023[113](index=113&type=chunk) - The underwriter is entitled to a deferred fee of **$2,012,500**, payable upon the completion of a business combination[116](index=116&type=chunk) [Critical Accounting Policies](index=25&type=section&id=Critical%20Accounting%20Policies) - Ordinary shares subject to possible redemption are classified as **temporary equity** at redemption value, with changes recognized immediately as they occur[118](index=118&type=chunk)[119](index=119&type=chunk) - Warrants are classified as either equity or liability instruments based on specific terms; liability-classified warrants are recorded at fair value with changes recognized as non-cash gain or loss on the statements of operations[120](index=120&type=chunk)[121](index=121&type=chunk) - Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding, excluding ordinary shares subject to forfeiture[122](index=122&type=chunk) [Recent Accounting Pronouncements](index=26&type=section&id=Recent%20Accounting%20Pronouncements) - ASU 2020-06, which simplifies accounting for certain financial instruments like convertible debt and derivatives, is effective **January 1, 2024**, for the Company[124](index=124&type=chunk) - The Company is currently assessing the potential impact of ASU 2020-06 on its financial position, results of operations, or cash flows[124](index=124&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The Company is not required to provide market risk disclosures as a smaller reporting company - As a smaller reporting company, the Company is not required to make disclosures under this Item[126](index=126&type=chunk) [Item 4. Control and Procedures](index=26&type=section&id=Item%204.%20Control%20and%20Procedures) This section reports on the effectiveness of the Company's disclosure controls and procedures as of the quarter-end - The Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were **effective** as of March 31, 2023[128](index=128&type=chunk) - There were **no material changes** in the Company's internal control over financial reporting during the most recent fiscal quarter[129](index=129&type=chunk) [PART II – OTHER INFORMATION](index=27&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms the Company is not currently involved in any legal proceedings - The Company is not involved in any legal proceedings[132](index=132&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) This section refers to previously disclosed risk factors, with no material changes reported - Risk factors are described in the Company's final prospectus filed with the SEC on March 24, 2023[133](index=133&type=chunk) - As of the date of this Report, there have been **no material changes** to the disclosed risk factors[133](index=133&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the proceeds from the IPO and private placement and their deposit into a trust account - On March 28, 2023, the Company consummated its IPO, selling **5,750,000 Public Units** for gross proceeds of **$57,500,000**[134](index=134&type=chunk) - Simultaneously, a private placement with the Sponsor resulted in the purchase of Private Units for total proceeds of **$3,431,250**[135](index=135&type=chunk) - A total of **$58,506,250** of the net proceeds from the IPO and Private Placement was deposited into a trust account[137](index=137&type=chunk) [Item 3. Defaults Upon Senior Securities](index=27&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms that there have been no defaults upon senior securities - There are no defaults upon senior securities[138](index=138&type=chunk) [Item 4. Mine Safety Disclosures](index=27&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that disclosures related to mine safety are not applicable - Mine Safety Disclosures are not applicable[139](index=139&type=chunk) [Item 5. Other Information](index=27&type=section&id=Item%205.%20Other%20Information) This section indicates that there is no other information to report under this item - No other information is reported under this item[140](index=140&type=chunk) [Item 6. Exhibits](index=28&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q - The exhibits include certifications from the Principal Executive Officer and Principal Financial Officer (31.1, 32.1) and various Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[142](index=142&type=chunk) [SIGNATURES](index=29&type=section&id=SIGNATURES) [SIGNATURES](index=29&type=section&id=SIGNATURES) This section contains the authorized signatures certifying the submission of the Form 10-Q report - The report was signed by Lixin Zheng, Chairman, Chief Executive Officer, and Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer) on May 19, 2023[147](index=147&type=chunk)