Are there any termination fees related to OAKU ending the Huajin business combination?

No termination fees or penalties are payable by either party under the settlement. The disclosure explicitly states that no fees or other penalties are to be paid by Oak Woods Acquisition Corporation or Huajin in conjunction with the agreement allowing termination of the Merger Agreement.

Oak Woods Acquisition (NASDAQ: OAKU) ends Huajin deal and pulls S-4 proxy

Filing Impact

(Very High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Oak Woods Acquisition Corporation has terminated its previously announced Merger Agreement and planned business combination with Huajin (China) Holdings Limited. The parties reached a settlement allowing termination without any fees or penalties, and have directed counsel to give full effect to ending the deal and related proxy solicitation.

As a result, Oak Woods is revoking its Registration Statement on Form S-4 (File No. 333-280240) and the associated proxy statement/prospectus for the Huajin transaction. The company plans instead to prepare new proxy materials to let holders of its Class A ordinary shares redeem in connection with a prospective extension of its deadline to complete a business combination.

Positive

None.

Negative

Termination of Huajin business combination leaves Oak Woods Acquisition Corporation without a current merger partner and increases uncertainty around its ability to complete a future business combination and achieve a Nasdaq listing, as the company explicitly warns there is no assurance it will obtain shareholder approval for any extension or complete a deal.

Insights

OAKU ends its Huajin deal and must now secure more time and a new target.

Oak Woods Acquisition Corporation has formally terminated its business combination agreement with Huajin (China) Holdings Limited and is revoking the associated Form S-4 registration and proxy statement. No termination fees or penalties are due under the settlement agreement.

This leaves the SPAC without a current merger partner. The company states it will pursue a proxy solicitation to extend its business combination deadline and allow Class A shareholders to redeem concurrently. The filing also notes its intention to ultimately complete a business combination and meet Nasdaq initial listing standards, but emphasizes that there is no assurance it will secure shareholder approval for an extension or close any deal.

8-K Event Classification

2 items: 1.02, 8.01

2 items

Item 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Merger Agreement date: August 11, 2023 Merger termination confirmation date: April 16, 2026 S-4 filing date: June 14, 2024 +3 more

6 metrics

Merger Agreement date August 11, 2023 Date OAKU entered Merger Agreement with Huajin

Merger termination confirmation date April 16, 2026 Date Huajin confirmed and parties directed counsel to effect termination

S-4 filing date June 14, 2024 Date Registration Statement on Form S-4 No. 333-280240 was filed

S-4 file number 333-280240 Registration Statement on Form S-4 being withdrawn via Form RW

Unit warrant exercise price $11.50 per share Exercise price for each warrant exercisable for one Class A ordinary share

Class A par value $0.0001 per share Par value of Class A ordinary shares listed in securities table

Key Terms

Business Combination, Registration Statement on Form S-4, Form RW, proxy solicitation, +2 more

6 terms

Business Combination financial

"with Huajin surviving as a wholly-owned subsidiary of OAKU (the “Business Combination”)."

A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.

Registration Statement on Form S-4 regulatory

"the Company previously filed with the Securities and Exchange Commission ... a Registration Statement on Form S-4"

A registration statement on Form S-4 is a formal filing with the U.S. Securities and Exchange Commission used when a company issues shares or other securities as part of a merger, acquisition, exchange offer or similar corporate deal. It bundles the transaction terms, financial statements, risk factors and shareholder vote materials so investors can assess the deal; think of it as a detailed prospectus or buyer’s packet that explains what you would own and how the deal could change your stake.

Form RW regulatory

"the Company is filing with the SEC an application on Form RW to withdraw the Registration Statement"

proxy solicitation financial

"the solicitation of proxies from the Company’s shareholders to approve the Merger Agreement and the Business Combination"

Proxy solicitation is the process of asking shareholders for permission to vote their shares on corporate matters, usually by sending voting forms or requests by mail, email or phone. Investors should watch proxy solicitations because they signal attempts to change control, influence board elections or approve big deals — like neighbors organizing votes on a shared building project — and the outcome can materially affect a company’s strategy and stock value.

forward-looking statements regulatory

"This disclosure contains statements that constitute “forward-looking statements,” including statements regarding the Company’s ability to complete a proxy soliciation"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

extraordinary general meeting financial

"hold the extraordinary general meeting of shareholders previously contemplated by the preliminary proxy statement/prospectus"

Understanding 8-K Material Events →

04/21/2026 - 06:47 PM

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): April 16, 2026

Oak Woods Acquisition Corporation

(Exact name of registrant as specified in its charter)

Cayman Islands		001-41664		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	No Current Exchange Listing

Class A Ordinary Shares, par value $0.0001 per share	OAKU	No Current Exchange Listing

Rights, each right entitling the holder to one-sixth of one Class A Ordinary Share	OAKUR	No Current Exchange Listing

Warrants, each warrant exercisable for one Class A Ordinary Share for $11.50 per share	OAKUW	No Current Exchange Listing

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 1.02 Termination of a Material Definitive Agreement.

On August 11, 2023, Oak Woods Acquisition Corporation, a Cayman Islands exempted company (the “Company” or “OAKU”), entered into a Merger Agreement and Plan of Reorganization, as thereafter amended from time to time (collectively, the “Merger Agreement”) with Huajin (China) Holdings Limited, a Cayman Islands exempted holding company (“Huajin”), Xuehong Li, as the Shareholders’ Representative, and Oak Woods Merger Sub Inc., a Cayman Islands exempted company and wholly-owned subsidiary of OAKU (“Merger Sub”), pursuant to which Merger Sub would merge with and into Huajin, with Huajin surviving as a wholly-owned subsidiary of OAKU (the “Business Combination”).

On March 15, 2026, the Company and the other parties to the Merger Agreement reached a settlement agreement that permits the termination the Merger Agreement and termination of the proxy solicitation in relation thereto in accordance with its terms. The Company and Huajin therafter promptly agreed to delay the effectiveness of the agreement. Upon further confirmation from Huajin as of April 16, 2026, Huajin and the Company directed the Company’s counsel to give effect to the termination of merger agreement and revocation of its public proxy materials and registration statement in relation to the Business Combination. No fees or other penalties are to be paid by either party in conjunction with the settlement agreement.

Item 8.01 Other Events.

Revocation of Registration Statement and Proxy Statement.

In connection with the proposed Business Combination, the Company previously filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 (Registration No. 333-280240) on June 14, 2024 (as so amended, the “Registration Statement”), which included a preliminary proxy statement/prospectus of the Company relating to, among other things, the solicitation of proxies from the Company’s shareholders to approve the Merger Agreement and the Business Combination and the registration of ordinary shares of the Company with Huajin (at the time of the closing of the Business Combination) to be issued in connection therewith.

As a result of the termination of the Merger Agreement described in Item 1.02 above, the Company has determined to revoke the Registration Statement and the related proxy solicitation.

Accordingly, the Company does not intend to (i) request that the SEC declare the Registration Statement effective, (ii) file a definitive proxy statement/prospectus in connection with the matters contemplated by the Registration Statement, (iii) hold the extraordinary general meeting of shareholders previously contemplated by the preliminary proxy statement/prospectus included in the Registration Statement with respect to Huajin, or (iv) solicit proxies from its shareholders with respect to the Business Combination or any related proposals with respect to Huajin.

Contemporaneously with the filing of this Current Report on Form 8-K, the Company is filing with the SEC an application on Form RW to withdraw the Registration Statement (File No. 333-280240) and the related proxy solicitation pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Form RW”).

The Company has directed its counsel to prepare the necessary proxy soliciation materials to permit investors in its Class A Ordinary Shares to redeem concurrently with a prospective extension solicitation to be filed by the Company and expects those filings to be promptly forthcoming.

No Offer or Solicitation

This Current Report on Form 8-K is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Forward Looking Statements

This disclosure contains statements that constitute “forward-looking statements,” including statements regarding the Company’s ability to complete a proxy soliciation to extend the date of its business combination, and with respect to its intention to complete a business combination and thereafter meet initial listing standards of Nasdaq. Forward-looking statements are subject to numerous risks and uncertainties, many of which are beyond the control of the Company, that could cause actual results to differ materially from those expressed or implied by such statements. The Company undertakes no obligation to update these forward-looking statements for revisions or changes after the date of this release, except as required by law. There can be no assurance that the Company will be able to obtain shareholder approval for any such extension, that the Company will be able to complete a business combination within any extended period, or at all.

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.

Dated: April 21, 2026

OAK WOODS ACQUISITION CORPORATION

By:	/s/ Lixin Zheng
Name:	Lixin Zheng
Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Oak Woods Acquisition Corporation (OAKU) announce about its merger with Huajin?

Oak Woods Acquisition Corporation terminated its Merger Agreement and planned business combination with Huajin (China) Holdings Limited. The parties entered a settlement permitting termination, and company counsel was directed to effect the merger termination and revoke related public proxy materials and registration documents.

What is happening to OAKU’s Form S-4 registration statement for the Huajin deal?

Oak Woods is revoking its Registration Statement on Form S-4 (No. 333-280240) for the Huajin business combination. It is filing an application on Form RW to withdraw that registration statement and the related proxy solicitation instead of seeking effectiveness or distributing a definitive proxy/prospectus.

How does OAKU plan to handle redemptions and extensions after terminating the Huajin deal?

The company has directed counsel to prepare proxy solicitation materials enabling investors in its Class A ordinary shares to redeem concurrently with a prospective extension solicitation. It expects those extension-related filings to be submitted promptly, subject to shareholder approval for any extension of its business combination deadline.

What risks does OAKU highlight after withdrawing from the Huajin transaction?

The company warns there is no assurance it will obtain shareholder approval for any extension, complete a business combination within any extended period, or complete a business combination at all. These forward-looking statements underline significant uncertainty about its ability to execute a future transaction and achieve its goals.

Will OAKU still hold a shareholder meeting for the Huajin business combination?

No. Oak Woods states it does not intend to have the SEC declare the S-4 effective, file a definitive proxy/prospectus, hold the previously contemplated extraordinary general meeting for Huajin matters, or solicit proxies from shareholders regarding the Huajin business combination or related proposals.

Filing Exhibits & Attachments

4 documents