Operations and Financial Performance - As of September 30, 2024, the company had not commenced any operations except related to the prospective Merger, with no operating revenues generated to date [136]. - For the three months ended September 30, 2024, the company reported a net income of $335,717, driven by interest income of $809,583 from investments held in the trust account [151]. - For the nine months ended September 30, 2024, the company had a net income of $287,416, with interest income of $2,389,292 from investments held in the trust account [152]. - The company incurred operating expenses of $2,106,888 for the nine months ended September 30, 2024, partially offsetting its interest income [152]. - For the nine months ended September 30, 2024, net cash used in operating activities was $1,134,653, with a net income of $287,416 and interest income of $2,389,292 [156]. - As of September 30, 2024, the company had a working capital deficit of $3,231,180 and cash of $90,868 held outside the Trust Account [159]. Merger Agreement and Business Combination - The company entered into a Merger Agreement on August 11, 2023, with an agreed valuation of $250 million for the business combination with Huajin [135]. - The aggregate consideration payable at the closing of the Business Combination will be determined by subtracting Huajin's "Closing Net Debt" from the agreed valuation and dividing by $10.00 per Class A Ordinary Share [139]. - As of the date of the report, Huajin made a deposit of $330,969 to extend the time available for the company to complete a business combination [140]. - On September 26, 2024, shareholders approved an amendment allowing the company to extend the business combination deadline to March 28, 2025, by depositing $172,500 for each one-month extension [147]. - The company has filed an 8-K announcing the Merger Agreement and preliminary proxy solicitation statements, extending the minimum time to complete a Business Combination until June 28, 2024 [142]. - The company issued a promissory note of $575,000 in June 2024 to extend the time for completing a business combination until September 28, 2024 [162]. - As of September 30, 2024, the company had promissory notes as extension loans totaling $745,500 [172]. Shareholder Actions and Redemptions - On September 26, 2024, 1,492,646 Class A ordinary shares were redeemed at a per share price of $11.08, resulting in a liability of $16,541,342 recorded for redeeming shareholders [148]. - On September 26, 2024, 1,492,646 Class A ordinary shares were redeemed at a price of $11.08 per share, resulting in a liability of $16,541,342 [164]. - Shareholders approved an extension of the business combination deadline to March 28, 2025, with a requirement to deposit $172,500 for each one-month extension [163]. Professional and Consulting Expenses - The company has incurred significant professional costs and transaction costs related to remaining a publicly traded entity and pursuing a business combination [159]. - For the nine months ended September 30, 2024, the Company accrued administrative service expenses of $90,000, an increase of 50% compared to $60,000 for the same period in 2023 [177]. - As of September 30, 2024, the Company had a service fee payable of $180,000 to the sponsor, which is double the amount of $90,000 as of December 31, 2023 [177]. - The Company engaged Asian Legend International Investment Holding Limited for consulting services related to a Business Combination, with a monthly fee of $100,000 starting from October 2023 [180]. - As of September 30, 2024, accrued consulting service expenses to AsianLegend totaled $1,200,000, compared to $300,000 as of December 31, 2023 [180]. Accounting and Regulatory Matters - The Company has identified critical accounting estimates that could significantly affect reported financial results, particularly regarding the fair value of private warrants [182]. - The FASB issued a new standard on income tax disclosures, effective for public business entities for annual periods beginning after December 15, 2024, which may impact the Company's financial disclosures [184]. - Management does not anticipate that recently issued accounting standards will materially affect the Company's financial statements [185]. - As a smaller reporting company, the Company is not required to disclose market risk information [186]. Going Concern - Management has raised substantial doubt about the company's ability to continue as a going concern if a business combination is not completed within the specified period [165].
Oak Woods Acquisition Corp(OAKUU) - 2024 Q3 - Quarterly Report