Oak Woods Acquisition Corp(OAKUU) - 2025 Q2 - Quarterly Report

Financial Performance - The company had a net loss of $100,648 for the three months ended June 30, 2025, 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 company reported a net loss of $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]. - The company incurred net cash used in operating activities of $316,362 for the six months ended June 30, 2025, primarily due to the net loss and adjustments for interest income [149]. Business Combination - The company has entered into a merger agreement with Huajin (China) Holdings Limited, with the merger expected to close subject to certain conditions [132]. - 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 total deposits of $1,035,000 made into the Trust Account for this extension [155]. - The Company has the right to extend the business combination deadline up to six times, with each extension costing $172,500 [156]. - The Company intends to use funds in the Trust Account primarily for completing an initial business combination and financing operations of the target business [159]. Financial Position - As of June 30, 2025, the company had a working capital deficit of $6,506,884, indicating significant financial obligations [152]. - As of June 30, 2025, the Company had cash of $25 held outside the Trust Account, intended for identifying and evaluating target businesses [151]. - As of June 30, 2025, the Company had operational loans of $1,291,900 due to related parties [171]. - As of June 30, 2025, the Company had promissory notes as extension loans totaling $2,300,000 [167]. - The Company redeemed 1,492,646 Class A ordinary shares at a price of $11.20 per share, totaling $16,541,342 paid from the Trust Account [155]. Administrative Expenses - 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 prior year [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]. Consulting and Underwriting - 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 starting after December 15, 2024, aimed at improving investor information [178]. - Management does not anticipate that recently issued accounting standards will materially affect the financial statements [179]. - The Company is assessing the impact of ASU 2020-06 on its financial position and operations [178]. - As a smaller reporting company, the Company is not required to disclose market risk information [180].