Business Operations - The company has not commenced any operations and will not generate operating revenues until after the completion of a Business Combination[132]. - The company has not generated any operating revenues to date and only incurs expenses related to being a public company[147]. Financial Performance - As of September 30, 2025, the company reported a net income of $13,889, primarily from interest income of $440,629 on investments held in the Trust Account[148]. - For the nine months ended September 30, 2025, the company had a net loss of $134,546, resulting from operating expenses of $1,508,945, partially offset by interest income of $1,369,264 on investments held in the Trust Account[149]. - For the nine months ended September 30, 2024, the company reported a net loss of $287,416, with operating expenses of $2,106,888 and interest income of $2,389,292 from investments held in the trust account[151]. Business Combination - 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[134]. - The company entered into a merger agreement with Huajin (China) Holdings Limited, with a deposit of $330,969 recorded as "deposit from the target company"[157]. - The company has the right to extend the deadline for completing a business combination up to six times, with each one-month extension costing $172,500[159]. - The company issued a promissory note of $575,000 to the Sponsor to extend the time available for completing a business combination until September 28, 2024[158]. - The company has made deposits totaling $1,035,000 into the Trust Account to extend the time to complete the Business Combination until March 28, 2025[138]. - The company has been granted extensions to complete the Business Combination, with the latest extension allowing until March 28, 2026, for a fee of $172,500 per month[141]. Compliance and Regulatory Matters - The company received a letter from Nasdaq indicating non-compliance with the minimum market value requirement, providing a compliance period until May 18, 2026[143]. - The company plans to submit a compliance plan to Nasdaq to regain compliance with listing requirements[142]. Cash and Working Capital - As of September 30, 2025, the company had a working capital deficit of $7,276,924 and incurred significant professional costs to remain publicly traded[156]. - As of September 30, 2025, the company had cash of $1,930 held outside the trust account, primarily for evaluating target businesses and due diligence[155]. - The company may need to raise additional capital through loans or investments to meet working capital needs and has substantial doubt about its ability to continue as a going concern[162]. Expenses and Liabilities - The company incurred formation and operating costs of $425,130 for the three months ended September 30, 2025[148]. - The Company accrued administrative service expenses of $30,000 for the three months ended September 30, 2025, consistent with the same period in 2024[177]. - The Company has a monthly obligation of $10,000 to the sponsor for general and administrative services, which may be delayed if funds are insufficient[176]. - The Company has accrued service fee payable of $300,000 as of September 30, 2025, up from $210,000 as of December 31, 2024[177]. - As of September 30, 2025, the Company had accrued consulting service expenses of $2,400,000 to Asian Legend International Investment Holding Limited[180]. - The Company drew down $742,675 from a maximum promissory note amount of $1,000,000 as of September 30, 2025[174]. - As of September 30, 2025, the Company had promissory notes as extension loans totaling $2,645,000[171]. - As of September 30, 2025, the Company had promissory notes as operation loans totaling $1,400,375, an increase from $980,150 as of December 31, 2024[175]. IPO and Underwriting - The company completed an IPO on March 28, 2023, raising gross proceeds of $57,500,000 from the sale of 5,750,000 public units at $10.00 per unit[152]. - 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[179]. Accounting and Standards - The Company has not identified critical accounting estimates for the three and nine months ended September 30, 2025[181]. - The FASB issued a new standard on income tax disclosures effective for public business entities for annual periods beginning after December 15, 2024[182].
Oak Woods Acquisition Corp(OAKUU) - 2025 Q3 - Quarterly Report