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].
Oak Woods Acquisition (OAKU) - 2025 Q1 - Quarterly Report