UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 23, 2024
Oak Woods Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands | | 333-269862 | | N/A |
(State or other jurisdiction
of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
101 Roswell Drive, Nepean, Ontario,
K2J 0H5, Canada
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (+1) 403-561-7750
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | | Trading Symbol(s) | | Name of each exchange on
which registered |
| | | | | |
| Units, each consisting of one Class A Ordinary Share, one Right and one Redeemable Warrant | | OAKUU | | The Nasdaq Stock Market LLC |
| | | | | |
| Class A Ordinary Shares, par value $0.0001 per share | | OAKU | | The Nasdaq Stock Market LLC |
| | | | | |
| Rights, each right entitling the holder to one-sixth of one Class A Ordinary Share | | OAKUR | | The Nasdaq Stock Market LLC |
| | | | | |
| Warrants, each warrant exercisable for one Class A Ordinary Share for $11.50 per share | | OAKUW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Extension of Material Definitive Agreement.
Extension of Merger Agreement
On August 11, 2023, Oak Woods Acquisition Corporation, a Cayman Islands corporation (“Oak Woods”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Oak Woods Merger Sub, Inc., a Cayman Islands corporation and a wholly owned subsidiary of Oak Woods (“Merger Sub”), Huajin (China) Holdings Limited, a Cayman Islands corporation (“Huajin”) and Xuehong Li, in his capacity as the representative of the Huajin shareholders. Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Huajin (the “Merger”), with Huajin surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands as a wholly- owned subsidiary of Oak Woods (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”).
Prior to the consummation of the Merger, the holders of a majority of Oak Woods’s Ordinary Shares attending a shareholder’s meeting (at which there is a quorum) must approve the transactions contemplated by the Merger Agreement (the “Shareholder Approval”). In connection with obtaining the Shareholder Approval, Oak Woods is required to call a special meeting of its Ordinary Shareholders and prepare and file with the SEC a Proxy Statement on Schedule 14A, which will be mailed to all shareholders entitled to vote at the meeting.
Purchaser has filed an 8-K announcing the Merger Agreement on August 11, 2023 and preliminary proxy solicitation statements with the U.S. Securities and Exchange Commission on February 12, 2024 and March 7, 2024, thereby automatically extending Purchaser’s minimum time to complete a Business Combination under the terms of its Memorandum and Articles of Association until June 28, 2024. Because the parties to the Business Combination intend to continue to work to effectuate the Business Combination in furtherance of its prior filings, they have executed an agreement to extend the date by which a Business Combination is required to be completed to June 28, 2024.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are attached to this Current Report on Form 8-K:
| Exhibit No. | | Exhibit Title or Description |
| | | |
| 2.1 | | Agreement to Extend The Merger Agreement and Plan of Reorganization, dated March 23, 2024, by and among Huajin (China) Holdings Limited, Xuehong Li, as Representative of the Shareholders of the Company, Oak Woods Acquisition Corporation and Oak Woods Merger Sub, Inc., dated August 11, 2023, through June 28, 2024. |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules and other similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and other similar attachments upon request by the SEC. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | OAK WOODS ACQUISITION CORPORATION |
| | | |
| | By: | /s/ Lixin Zheng |
| | | Name: | Lixin Zheng |
| | | Title: | Chief Executive Officer |
| | | |
| Dated: March 28, 2024 | | |
