Financial Performance - The company has not generated any revenue since its inception and has incurred losses due to formation and operating costs[28]. - As of December 31, 2024, the company reported a net income of $191,545, primarily from interest income of $2,940,555 on investments held in the Trust Account[88]. - For the year ended December 31, 2023, the company reported a net income of $1,308,097, with interest income of $2,258,904 from the Trust Account[89]. - Net income for the year ended December 31, 2024, was $191,545, down from $1,308,097 in 2023, representing a decrease of about 85.3%[218]. - The company reported a basic and diluted net income per ordinary share of $0.30 for redeemable Class A ordinary shares in 2024, down from $0.69 in 2023[218]. - Cash used in operating activities for 2024 was $(1,342,834), compared to $(650,771) in 2023, indicating increased cash outflow[221]. - The balance of accumulated deficit increased to $(6,417,792) in 2024 from $(636,353) in 2023[219]. - The company had a total shareholders' deficit of $(6,417,614) as of December 31, 2024, compared to $(636,175) in 2023[219]. IPO and Trust Account - The company completed its initial public offering 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[25]. - A total of $58,506,250 from the IPO and private placement was deposited in a Trust Account for the benefit of public stockholders[69]. - As of March 31, 2024, the amount held in the Trust Account was $61,551,081.51, reflecting an increase from the IPO proceeds[27]. - Cash in the Trust Account decreased from $60,765,154 in 2023 to $48,084,367 in 2024, a decline of about 20.9%[216]. - The company intends to use funds in the Trust Account to complete an initial business combination and for working capital for target businesses[100]. Business Combination and Mergers - A merger agreement was entered into with Huajin (China) Holdings Limited on August 11, 2023, focusing on elderly care and health care services[29]. - 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[33]. - The company has the right to extend the deadline for completing a business combination to March 28, 2025, by depositing $172,500 for each one-month extension[32]. - The company will liquidate and redeem 100% of outstanding public shares if it fails to complete the business combination within the specified time frame[40]. - The company entered into a Merger Agreement with Huajin (China) Holdings Limited, with an agreed valuation of $250 million for the business combination[78]. Shareholder Information - Shareholders are entitled to redeem their shares for a pro rata share of the Trust Account, currently anticipated to be approximately $11.27 per Class A Ordinary Share[36]. - 1,492,646 Class A ordinary shares were redeemed at a price of $11.20 per share in connection with the extension on September 26, 2024[33]. - The initial shareholders beneficially owned 20% of the then issued and outstanding Class A ordinary shares immediately after the IPO[170]. - All directors and executive officers as a group own 7.09% of the outstanding ordinary shares[167]. Corporate Governance - The company has established three standing committees: an audit committee, a nominating committee, and a compensation committee, all composed of independent directors[146]. - The audit committee is composed solely of independent directors, including Lauren Simmons, John O'Donnell, and Mitchell Cariaga, with Mitchell Cariaga serving as chairman[147]. - Each member of the audit committee is financially literate, and Mitchell Cariaga qualifies as an "audit committee financial expert" as defined by SEC rules[148]. - The management is responsible for maintaining adequate internal control over financial reporting as defined by the Exchange Act[125]. - The company has adopted a code of conduct and ethics applicable to its directors, officers, and employees[157]. Risks and Concerns - The company is subject to various risks, including lack of operating history, dependence on key personnel, and potential conflicts of interest among sponsors and directors[52]. - The company has not identified any significant cybersecurity risks that could materially affect its business strategy or financial condition[55]. - 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[99]. - The company has no approved plan to extend the business combination deadline beyond September 28, 2025, raising concerns about its ability to continue as a going concern[209]. Financial Obligations and Expenses - The company has incurred significant transaction costs in pursuit of the business combination, with potential Working Capital Loans of up to $1,151,000 available for conversion into units[94]. - The company has accrued administrative service expenses of $120,000 for the year ended December 31, 2024, with a service fee payable of $210,000 due to the sponsor[180]. - The company issued an unsecured promissory note of $575,000 to extend the time available to complete a business combination until September 28, 2024[84]. - The company issued a non-interest bearing promissory note of $575,000 in June 2024 to extend the time available for a business combination until September 28, 2024[103]. - The company has promissory notes as extension loans totaling $1,265,000, compared to $0 in 2023[106]. Changes in Financial Position - Total assets decreased from $61,199,425 in 2023 to $48,434,004 in 2024, a decline of approximately 20.8%[216]. - Total current liabilities increased from $816,475 in 2023 to $4,392,751 in 2024, marking a rise of approximately 437.5%[216]. - Formation and operating costs increased significantly from $1,029,342 in 2023 to $2,746,762 in 2024, an increase of approximately 167.5%[218]. - Interest income earned on investments held in the Trust Account rose from $2,258,904 in 2023 to $2,940,555 in 2024, an increase of about 30.1%[218]. - The derivative warrant liability for private warrants increased from $8,900 in 2023 to $17,000 in 2024, an increase of approximately 91.0%[216].
Oak Woods Acquisition Corp(OAKUU) - 2024 Q4 - Annual Report