Core Viewpoint - Oak Woods Acquisition Corporation has received a Staff Delisting Determination from Nasdaq due to non-compliance with listing requirements, specifically failing to maintain a minimum of 300 public holders and not holding an annual meeting of shareholders [1][3][4]. Group 1: Delisting Determination - On February 5, 2026, Nasdaq determined that the Company did not satisfy the terms of the extension granted to regain compliance with the minimum public holders requirement [3]. - The Company was previously notified on August 8, 2025, about its non-compliance with Nasdaq Listing Rule 5550(a)(3) [2]. - Nasdaq's determination to delist the Company's securities is based on the failure to meet the minimum requirement of 300 public holders [3]. Group 2: Annual Meeting Compliance - The Company is also non-compliant with Nasdaq Listing Rule 5620(a), which mandates holding an annual meeting of shareholders within twelve months of the fiscal year-end [4]. - Nasdaq stated that due to the Staff Delisting Determination, it cannot review any compliance plan related to the annual meeting deficiency [4]. Group 3: Next Steps - The Company has until 4:00 p.m. Eastern Time on February 12, 2026, to request a hearing before a Nasdaq Hearings Panel to appeal the delisting determination [5]. - If no timely hearing request is made, trading of the Company's securities will be suspended on February 17, 2026, and Nasdaq will file a Form 25-NSE to remove the Company's securities from listing [5]. - The Company is evaluating its options, including the possibility of requesting a hearing to appeal the Staff's determination [6].

Business Operations - The company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[132]. - The company has entered into a Merger Agreement with Huajin (China) Holdings Limited, with the merger expected to close subject to certain conditions[131]. - The company has the right to extend the time to complete a business combination until March 28, 2026, by making deposits into the Trust Account[161]. Financial Performance - For the three months ended September 30, 2025, the company reported a net income of $13,889, primarily from interest income of $440,629 on investments held in the Trust Account[148]. - For the nine months ended September 30, 2025, the company incurred a net loss of $134,546, resulting from operating expenses of $1,508,945, partially offset by interest income of $1,369,264 on investments held in the Trust Account[149]. - The company reported a net income of $335,717 for the three months ended September 30, 2024, despite operating expenses of $473,505[150]. - For the nine months ended September 30, 2024, the company reported a net loss of $287,416, with operating expenses of $2,106,888 and interest income of $2,389,292 from investments held in the trust account[151]. Compliance and Regulatory Issues - The company received a letter from Nasdaq indicating non-compliance with the minimum market value requirement, providing a compliance period until May 18, 2026[143]. - The company has been granted a compliance period of 180 days to regain compliance with Nasdaq listing rules due to delays in filing required periodic financial reports[145]. - The company has made plans to regain compliance with Nasdaq's listing rules, including engaging advisors and implementing a marketing strategy[144]. Financial Position and Capital Needs - As of September 30, 2025, the company had a working capital deficit of $7,276,924 and incurred significant professional costs to remain publicly traded[156]. - The company may need to raise additional capital through loans or investments to meet working capital needs and may face substantial doubt about its ability to continue as a going concern[162]. - As of September 30, 2025, the Company had promissory notes as operation loans totaling $1,400,375, an increase from $980,150 as of December 31, 2024[175]. Trust Account and Business Combination - As of the date of the report, the company has made deposits totaling $1,035,000 into the Trust Account to extend the time available to complete the Business Combination until March 28, 2025[138]. - The company intends to use substantially all funds in the Trust Account to complete an initial business combination and may need to reserve cash for purchase price requirements[163]. - The company made six deposits totaling $1,035,000 into the Trust Account to extend the time to complete the business combination until March 28, 2025[159]. Expenses and Liabilities - The Company accrued administrative service expenses of $30,000 for the three months ended September 30, 2025, consistent with the same period in 2024[177]. - The Company has a monthly obligation of $10,000 to the sponsor for general and administrative services, which may be delayed if funds are insufficient[176]. - The Company accrued consulting service expenses of $2,400,000 to Asian Legend International Investment Holding Limited as of September 30, 2025[180]. - The Company has accrued service fee payable of $300,000 to the sponsor as of September 30, 2025[177]. IPO and Underwriting - The company completed its IPO on March 28, 2023, raising gross proceeds of $57,500,000 from the sale of 5,750,000 public units at $10.00 per unit[152]. - The underwriter received a cash underwriting discount of $1,150,000 and is entitled to a deferred fee of $2,012,500, contingent upon the completion of a business combination[179]. Accounting and Financial Reporting - The Company is assessing the impact of new accounting standards on its financial position, with certain standards effective for annual periods beginning after December 15, 2024[182]. - The Company has not identified critical accounting estimates for the three and nine months ended September 30, 2025[181].

Core Viewpoint - Oak Woods Acquisition Corporation has received a notification from Nasdaq regarding non-compliance with the annual meeting requirement for continued listing [1][2]. Group 1: Compliance Notification - The Company did not hold an annual meeting of shareholders within twelve months following its fiscal year end, leading to non-compliance with Nasdaq Listing Rule 5620(a) [2]. - The notification does not have an immediate effect on the listing or trading of the Company's securities on Nasdaq [2]. Group 2: Compliance Plan - The Company has been given a period of 45 calendar days, until March 2, 2026, to submit a plan to regain compliance [3]. - If accepted, Nasdaq may grant an exception of up to 180 calendar days from the end of the Company's fiscal year, extending the deadline to June 29, 2026, for regaining compliance [3]. Group 3: Future Intentions - The Company intends to submit a compliance plan within the required timeframe, which will include plans to hold an annual meeting of shareholders [4]. - There is no assurance that Nasdaq will accept the compliance plan or that the Company will regain compliance within the applicable period [4].

Financial Performance - For the three months ended June 30, 2025, the company reported a net loss of $100,648, primarily due to formation and operating costs of $532,920, partially offset by interest income of $430,564 [144]. - For the six months ended June 30, 2025, the net loss was $148,435, resulting from operating expenses of $1,083,815, offset by interest income of $928,635 on investments held in the trust account [145]. - As of June 30, 2025, the company had a working capital deficit of $6,506,884, with cash of $25 held outside the Trust Account [151][152]. - As of June 30, 2025, the company generated non-operating income from interest on cash and cash equivalents, totaling $928,635 from the Trust Account [145]. - As of June 30, 2025, the Company had operational loans totaling $1,291,900 due to related parties [171]. Business Combination - The company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination [133]. - The aggregate consideration for the Business Combination is based on an agreed valuation of $250,000,000, with shares issued to Huajin shareholders calculated by subtracting "Closing Net Debt" from this valuation [135]. - The Company entered into a Merger Agreement with Huajin, involving a deposit of $330,969 recorded as "deposit from the target company" on the balance sheet [153]. - The Company issued a promissory note of $575,000 to extend the time for completing a business combination until September 28, 2024 [154]. - Shareholders approved an extension of the business combination deadline to March 28, 2025, with a total of $1,035,000 deposited into the Trust Account for this purpose [155]. - The Company has the right to extend the business combination deadline up to six times, with each extension costing $172,500 [156]. - On October 8, 2025, shareholders approved an extension to March 28, 2026, with four deposits totaling $171,993 made into the Trust Account [157]. - The Company intends to use funds in the Trust Account primarily for completing an initial business combination [159]. Costs and Expenses - The company has incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs related to the Business Combination [152]. - The Company is obligated to pay the sponsor a monthly fee of $10,000 for administrative services, which may be deferred if funds are insufficient [172]. - For the three months ended June 30, 2025, the Company accrued administrative service expenses of $30,000, consistent with the same period in 2024 [173]. - For the six months ended June 30, 2025, the Company accrued administrative service expenses of $60,000, unchanged from the same period in 2024 [173]. - As of June 30, 2025, the Company had service fee payable of $270,000, an increase from $210,000 as of December 31, 2024 [173]. - The underwriter received a cash underwriting discount of $1,150,000, with an additional deferred fee of $2,012,500 contingent on a business combination [175]. - The Company engaged Asian Legend International Investment Holding Limited for consulting services, accruing expenses of $2,100,000 as of June 30, 2025, compared to $1,500,000 as of December 31, 2024 [176]. - Asian Legend will receive a cash fee of $100,000 per month until the closing of the Business Combination, plus Class A Ordinary Shares calculated at 5% of shares issued to Huajin shareholders [176]. Regulatory and Accounting Standards - The FASB issued a new standard on income tax disclosures effective for public business entities after December 15, 2024, aimed at improving investor information [178]. - Management does not anticipate that recently issued accounting standards will materially affect the Company’s financial statements [179].

Core Viewpoint - Oak Woods Acquisition Corporation has received a notice from Nasdaq regarding non-compliance with listing rules due to delinquent filings of its Form 10-Q for the quarter ended September 30, 2025 [1][2]. Group 1: Compliance Issues - The company was previously granted an exception until December 12, 2025, to file its Form 10-Q for the quarter ended June 30, 2025, but has now incurred additional delinquency [2]. - Nasdaq has limited any further exceptions for compliance to the period ending February 16, 2026, due to the additional delinquency [2]. Group 2: Required Actions - The company is required to submit an updated plan of compliance to Nasdaq, detailing steps to complete the Initial Delinquent Filing and plans for the September 30, 2025 Form 10-Q [3]. - The deadline for submitting the updated compliance plan is December 10, 2025 [3]. Group 3: Business Operations - The company is actively working to complete the outstanding filings and intends to provide the required updated compliance plan within the specified timeframe [4]. - The Nasdaq notification does not impact the company's ongoing business operations [4].

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]

Merger and Business Combination - The company entered into a Merger Agreement with Huajin (China) Holdings Limited, with an agreed valuation of $250 million for the business combination [126]. - At the closing of the business combination, shareholders of Huajin will receive shares of Oak Woods Class A Ordinary Shares based on a conversion ratio determined by subtracting Huajin's "Closing Net Debt" from the agreed valuation [129]. - The company has the right to extend the time to complete a business combination six times for an additional one month each time, with a fee of $172,500 per extension [154]. - The Company intends to use substantially all funds in the Trust Account to complete an initial business combination and may reserve a portion for working capital needs [148]. Financial Performance - For the three months ended March 31, 2025, the company reported a net loss of $47,787, primarily due to operating costs [136]. - As of March 31, 2025, the company had a working capital deficit of $5,456,472, indicating significant financial challenges [142]. - The company generated non-operating income of $498,071 from interest on investments held in the Trust Account for the three months ended March 31, 2025 [136]. - The Company may need to raise additional capital through loans or investments to meet working capital needs, raising substantial doubt about its ability to continue as a going concern [147]. Cash and Trust Account Management - As of March 31, 2025, the company had cash of $3,186 held outside the Trust Account, which is intended for evaluating target businesses [141]. - The company has made six deposits totaling $1,035,000 into the Trust Account to extend the time to complete the business combination until March 28, 2025 [133]. - The Company has extended the deadline to complete a business combination from March 28, 2025, to September 28, 2025, by making four deposits totaling $690,000 into the Trust Account [146]. - On March 20, 2025, 679,929 Class A ordinary shares were redeemed at a price of $11.56 per share, resulting in a total payment of $7,859,455 from the Trust Account [146]. Debt and Promissory Notes - The company issued an unsecured promissory note of $575,000 to extend the time available to complete a business combination until September 28, 2024 [132]. - The Company issued a non-interest bearing unsecured promissory note of $575,000 to the Sponsor in June 2024, which was extended to September 28, 2025 [152]. - As of March 31, 2025, the Company had promissory notes as extension loans amounting to $1,782,500, compared to $1,265,000 as of December 31, 2024 [155]. Professional and Consulting Expenses - The company incurred significant professional costs to remain publicly traded and expects to continue incurring transaction costs related to the business combination [142]. - The Company accrued administrative service expenses of $30,000 for both the three months ended March 31, 2025, and 2024, with service fee payables of $240,000 and $210,000 respectively [161]. - The Company has accrued consulting service expenses of $1,800,000 as of March 31, 2025, up from $1,500,000 as of December 31, 2024, for services provided by Asian Legend International Investment Holding Limited [164]. IPO and Underwriting - The initial public offering (IPO) raised gross proceeds of $57.5 million from the sale of 5,750,000 units at $10.00 per unit [138]. - The underwriter received a cash underwriting discount of $1,150,000 and is entitled to a deferred fee of $2,012,500, contingent upon the completion of a business combination [163]. Reporting and Compliance - The company is classified as a smaller reporting company and is not required to make disclosures under Item 3 [168].

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)

Core Viewpoint - Oak Woods Acquisition Corporation has received a delinquency notification from Nasdaq due to the delayed filing of its Annual Report for the fiscal year ended December 31, 2024, but this does not currently affect its listing status on Nasdaq [1][2]. Group 1: Compliance and Notification - The Company has 60 calendar days to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1), with a potential extension of up to 180 days until October 13, 2025, if the plan is accepted [2]. - The notification does not impact the Company's listing on The Nasdaq Capital Market at this time [2]. Group 2: Audit and Filing Status - The Company is in the final stages of completing the audit of its financial statements for the fiscal year ended December 31, 2024, and is working with its independent auditors to finalize the audit procedures [3]. - The delay in filing the Annual Report is not due to any disagreements with the auditors, and the Company expects to file the Form 10-K promptly upon completion of the audit [3]. Group 3: Business Combination Timeline - Oak Woods Acquisition Corporation is a blank check company focused on mergers and acquisitions, having entered into a Merger Agreement with Huajin (China) Holdings Limited [4]. - The deadline for completing the business combination has been extended multiple times, with the latest extension allowing until September 28, 2025, by depositing $172,500 for each one-month extension [5][6].