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)

Financial Performance - The company reported a net loss of $66,302 for the period from March 11, 2022, through December 31, 2022, primarily due to operating expenses of $66,556, partially offset by interest income of $254 [96]. - The company has raised substantial doubt about its ability to continue as a going concern if it cannot complete a business combination within the specified period [112]. Cash and Funding - As of December 31, 2023, the company had cash of $367,321 held outside the Trust Account, intended for identifying and evaluating target businesses and related expenses [110]. - Huajin made a deposit of $330,969 to the company, which will be used to extend the time available for completing the business combination and to fund expenses [93]. - The company is obligated to pay the sponsor a monthly fee of $10,000 for general and administrative services, which may be delayed if funds are insufficient [116]. Initial Public Offering and Mergers - The company completed its initial public offering (IPO) on March 28, 2023, raising gross proceeds of $57,500,000 from the sale of 5,750,000 units at an offering price of $10.00 per unit [109]. - A merger agreement was entered into on August 11, 2023, with Huajin (China) Holdings Limited, with the merger expected to result in Huajin becoming a wholly-owned subsidiary of the company [105]. - The merger agreement was amended to extend the termination date of the proposed business combination transaction from March 23, 2024, to June 28, 2024 [107]. - The company has not selected a specific business combination target but intends to target businesses larger than what could be acquired with the net proceeds from the IPO [101]. Internal Controls - No changes in internal control over financial reporting were identified during the quarter ended December 31, 2023 [944]. - The principal executive officer and principal financial officer confirmed that internal controls remain effective [944]. - Evaluation of internal controls was conducted by the management team, including key executives [944]. - No material effects on financial reporting were noted during the most recent fiscal quarter [944]. - The assessment indicates a stable internal control environment as of December 31, 2023 [944]. - Management's evaluation did not reveal any reasonable likelihood of material impact on controls [944]. - The company maintains a consistent approach to internal control assessments [944]. - The evaluation process involved key financial oversight personnel [944]. - No significant changes in financial reporting processes were reported [944]. - The company continues to prioritize the integrity of its financial reporting [944].

[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)

Financial Performance - As of June 30, 2023, the company reported a net income of $557,084 for the three months ended June 30, 2023, primarily from interest income of $683,757[120]. - For the six months ended June 30, 2023, the company reported a net income of $539,100, with total interest income of $709,716[121]. - The company incurred operating expenses of $177,973 for the three months ended June 30, 2023, and $221,916 for the six months ended June 30, 2023[120][121]. - The company has working capital of $403,417 as of June 30, 2023, and expects to incur significant professional costs to remain publicly traded[126]. IPO and Capital Generation - The company generated gross proceeds of $57,500,000 from its IPO of 5,750,000 units sold at $10.00 per unit on March 28, 2023[123]. - The underwriter was paid 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[138]. Business Development - The company entered into a Merger Agreement on August 11, 2023, with Huajin (China) Holdings Limited, marking a significant step towards its first business combination[117]. - The company has no off-balance sheet arrangements as of June 30, 2023, and does not participate in transactions that create relationships with unconsolidated entities[130]. Accounting and Financial Reporting - The Company assesses warrants as either equity-classified or liability-classified based on specific terms and applicable guidance, considering factors such as freestanding financial instruments and potential net cash settlement[142]. - For warrants meeting equity classification criteria, they are recorded as equity at issuance; otherwise, they are recorded as liabilities at fair value on issuance date[143]. - Net income (loss) per share is calculated by dividing net income (loss) by the weighted average number of ordinary shares outstanding, excluding shares subject to forfeiture[144]. - Redeemable ordinary shares are included in the EPS calculation as a single class of common shares, with no adjustment to the numerator due to fair value redemption[145]. - The Company is assessing the impact of ASU 2020-06, effective January 1, 2024, which simplifies accounting for certain financial instruments and introduces new disclosures[146]. - Management believes that no other recently issued accounting standards will materially affect the financial statements[147]. - As a smaller reporting company, the Company is not required to disclose market risk information[148]. Administrative Expenses - The company accrued administrative service expenses of $30,000 for both the three and six months ended June 30, 2023, but did not pay the service fee to the sponsor[136].

[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)

Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) As filed with the Securities and Exchange Commission on March 20, 2023. Registration No. 333-269862 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oak Woods Acquisition Corporation (Exact name of registrant as specified ...

As filed with the Securities and Exchange Commission on March 10, 2023. Registration No. 333-269862 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oak Woods Acquisition Corporation (Exact name of registrant as specified in its charter) __________________ Cayman Islands 6770 N/A (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R ...

As filed with the Securities and Exchange Commission on February 17, 2023. Registration No. 333-[•] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Oak Woods Acquisition Corporation Telephone: (+1) 403-561-7750 (Address, including zip code, and telephone number, including area code, of registrant's principal executive office) RAITI, PLLC 1345 Avenue of the Americas New York, NY 10105 Tel.: (212) 590-2328 Facsimile: (646 ...