Oak Woods faces Nasdaq delisting hearing in March

Oak Woods Acquisition Corporation reported that Nasdaq has moved forward with plans to delist its securities, and a formal appeal hearing has been scheduled.

Rhea-AI Filing Summary

Oak Woods Acquisition Corporation reported that Nasdaq has moved forward with plans to delist its securities, and a formal appeal hearing has been scheduled. The company received a determination letter on February 5, 2026, stating Nasdaq staff had decided to delist its securities from The Nasdaq Stock Market.

On February 17, 2026, Oak Woods was notified that a hearing before the Nasdaq Hearings Panel is set for March 24, 2026, at 12:00 p.m. Eastern Time via video conference. At the hearing, the company expects to present a plan to comply with annual meeting and round-lot holder requirements, along with Nasdaq’s general initial and continued listing rules, as it continues to pursue a business combination within its thirty-six month window from the March 23, 2023 registration statement effective date.

Insights

Listing standards and SPAC governance analyst

Nasdaq delisting process advances, with outcome hinging on March hearing.

Oak Woods Acquisition Corporation now faces a formal Nasdaq delisting proceeding after staff determined its securities should be removed from The Nasdaq Stock Market. The company has exercised its right to appeal, triggering a hearing before a Nasdaq Hearings Panel on March 24, 2026.

The filing links Nasdaq’s action to listing requirements such as the annual meeting and round-lot holder obligations, as well as broader initial and continued listing rules. As a special purpose acquisition company, Oak Woods is also working within a thirty-six month window from its March 23, 2023 registration statement effective date to complete a business combination.

The company plans to present a compliance plan at the video conference hearing, aiming to satisfy both governance-related requirements and Nasdaq’s general standards while pursuing a qualifying business combination. The eventual decision by the Nasdaq Hearings Panel will determine whether its securities remain listed or move toward delisting.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq action did Oak Woods Acquisition Corporation (OAKU) disclose?

Oak Woods Acquisition Corporation disclosed that Nasdaq Listing Qualifications Staff determined to delist the company’s securities from The Nasdaq Stock Market. This determination triggered a formal process, and the company responded by timely requesting a hearing before a Nasdaq Hearings Panel to appeal the decision.

When is Oak Woods Acquisition Corporation’s Nasdaq delisting appeal hearing scheduled?

The Nasdaq Hearings Panel scheduled Oak Woods Acquisition Corporation’s appeal hearing for March 24, 2026, at 12:00 p.m. Eastern Time. The hearing will be conducted via video conference, where the company expects to present its plan to regain and maintain compliance with applicable Nasdaq listing requirements.

Why is Oak Woods Acquisition Corporation at risk of Nasdaq delisting?

Oak Woods Acquisition Corporation is at risk of Nasdaq delisting due to Nasdaq staff’s determination that its securities no longer satisfy continued listing standards. The company references obligations related to holding an annual meeting, maintaining sufficient round-lot holders, and complying with Nasdaq’s initial and continued listing rules.

How does Oak Woods Acquisition Corporation’s SPAC timeline affect its Nasdaq status?

Oak Woods Acquisition Corporation notes a thirty-six month window from the March 23, 2023 effective date of its registration statement to complete a business combination. This SPAC timeline interacts with Nasdaq’s initial listing requirements as the company seeks to complete a qualifying deal while resolving listing-rule compliance issues.

What compliance plan does Oak Woods Acquisition Corporation intend to present to Nasdaq?

Oak Woods Acquisition Corporation expects to present a plan addressing its annual meeting and round-lot holder obligations, along with Nasdaq’s general initial and continued listing rules. The company states it intends to pursue a business combination in consonance with Nasdaq’s initial listing requirements during this process.

Which securities of Oak Woods Acquisition Corporation are listed on Nasdaq?

Oak Woods Acquisition Corporation lists several securities on Nasdaq: units trading under OAKUU, Class A ordinary shares under OAKU, rights under OAKUR, and warrants under OAKUW. Each class is tied to the company’s SPAC structure, including rights and warrants linked to Class A ordinary shares.

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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): February 17, 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		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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on February 5, 2026, Oak Woods Acquisition Corporation (the “Company”) received a determination letter from The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq Listing Qualifications Staff had determined to delist the Company’s securities from The Nasdaq Stock Market.

The Company timely requested a hearing before the Nasdaq Hearings Panel to appeal the determination. On February 17, 2026, the Company received formal notice that a hearing before the Nasdaq Hearings Panel has been scheduled for March 24, 2026 at 12:00 p.m. Eastern Time. The hearing will be conducted via video conference.

In light of applicable Nasdaq rules relating to the Company’s thirty-six month window to complete its business combination from the March 23, 2023 effective date of its registration statement and the Company’s intention to continue to pursue a business combination in consonance with Nsadaq’s initial listing requirements, the Company expects to present its plan to comply with both applicable annual meeting and round-lot holder obligations, as well as Nasdaq’s general initial and continued listing rules.

1

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: February 19, 2026
OAK WOODS ACQUISITION CORPORATION
By:	/s/ Lixin Zheng
Name:	Lixin Zheng
Title:	Chief Executive Officer

2

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 4.4 KB
• EX-101 XBRL DEFINITION FILE 27.1 KB
• EX-101 XBRL LABEL FILE 37.7 KB
• EX-101 XBRL PRESENTATION FILE 25.8 KB