[8-K] Oak Woods Acquisition Corp Reports Material Event

Rhea-AI Filing Summary

Oak Woods Acquisition Corporation reported shareholder approval to amend its Charter, allowing up to six one‑month extensions of its business combination deadline from September 28, 2025 to March 28, 2026. Each extension requires depositing $0.033 per share remaining in the Trust on or before the 28th of each month.

At the Extraordinary General Meeting on October 8, 2025, the Charter Amendment received 3,370,572 votes FOR, 528,341 AGAINST, and 121,700 ABSTAIN. As of the September 11, 2025 record date, 5,358,050 ordinary shares were entitled to vote. In connection with the meeting, 2,274,444 ordinary shares were redeemed, leaving 1,302,981 ordinary shares outstanding.

The company’s listed securities include units (OAKUU), Class A ordinary shares (OAKU), rights (OAKUR, one‑sixth share each), and warrants (OAKUW, exercisable at $11.50 per share).

Insights

SPAC governance analyst

Shareholders approved a deadline extension with modest per‑share monthly deposits.

Oak Woods Acquisition Corporation gained flexibility to extend its merger deadline to March 28, 2026 via up to six one‑month increments. Each extension requires a deposit of $0.033 per share remaining in the Trust, a typical SPAC mechanism that modestly compensates non‑redeeming holders.

Voting support (FOR 3,370,572; AGAINST 528,341; ABSTAIN 121,700) met the two‑thirds threshold for a special resolution. In connection with the meeting, 2,274,444 shares were redeemed, leaving 1,302,981 ordinary shares outstanding. Actual sale activity and any further extensions depend on subsequent decisions and monthly deposits.

The impact is administrative rather than operational. Key mechanics are defined by the Charter amendment; additional disclosures would specify any extensions utilized and corresponding Trust deposits.

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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): October 8, 2025

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by the shareholders of Oak Woods Acquisition Corporation (the “Company”) at the Extraordinary General Meeting held on October 8, 2025, the following proposals were approved thereby amending the Amended and Restated Articles and memorandum of Association (the “Charter”) to give the Company the right to extend the date by which the Company has to complete a business combination from September 28, 2025 to March 28, 2026, by depositing into the Trust Account $0.033 per share remaining in the Trust, for each one-month extension, on or prior to the 28^th of each month, for up to six (6) times.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On October 8, 2025, the Company held the Extraordinary General Meeting. As of the close of business on September 11, 2025, the record date fixed by the board of directors of the Company, the outstanding ordinary shares of the Company entitled to vote consisted of 5,358,050 Ordinary Shares. Each Ordinary Share entitles the holder to one vote. 

The final results for each of the matters submitted to a vote of the Company’s shareholders at the Extraordinary General Meeting are as follows:

1. The Charter Amendment Proposal

Shareholders approved the Charter Amendment Proposal. Approval of the Charter Amendment Proposal required a special resolution under Cayman Islands law, being a resolution passed by a majority of not less than two-thirds (2/3) of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting. The Charter Amendment Proposal received the following votes:

FOR		AGAINST		ABSTAIN
3,370,572		528,341		121,700

2. The Adjournment Proposal

Shareholders approved The Adjournment Proposal. Approval of the The Adjournment Proposal was passed though was moot as a result of the approval of The Charter Amendment Proposal. The Adjournment Proposal required an ordinary resolution under Cayman Islands law of a simple majority of such holders of the issued and outstanding ordinary shares voted in person or by proxy at the Extraordinary General Meeting or any adjournment thereof. The Adjournment Proposal received the following votes:

FOR		AGAINST		ABSTAIN
3,370,572		528,341		121,700

Item 8.01. Other Events.

In connection with the shareholders’ vote at the Extraordinary General Meeting of shareholders held by the Company on October 8, 2025, 2,274,444 ordinary shares were tendered for redemption, leaving 1,302,981 ordinary shares.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
3.1		Minutes of Extension Amendment to the Amended and Restated Memorandum and Articles of Association of Oak Woods Acquisition Corporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: October 15, 2025
OAK WOODS ACQUISITION CORPORATION
By:	/s/ Lixin Zheng
Name:	Lixin Zheng
Title:	Chief Executive Officer

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FAQ

What did OAKU shareholders approve at the Extraordinary General Meeting?

They approved amending the Charter to allow up to six one‑month extensions of the business combination deadline to March 28, 2026, with required Trust deposits.

What is the monthly deposit required for OAKU’s extensions?

Each one‑month extension requires depositing $0.033 per share remaining in the Trust on or before the 28th of the month.

What were the vote results for OAKU’s Charter Amendment?

Votes were 3,370,572 FOR, 528,341 AGAINST, and 121,700 ABSTAIN.

How many OAKU shares were redeemed in connection with the meeting?

2,274,444 ordinary shares were redeemed, leaving 1,302,981 ordinary shares outstanding.

How many OAKU shares were entitled to vote at the record date?

As of September 11, 2025, there were 5,358,050 ordinary shares entitled to vote.

What are OAKU’s listed securities and tickers?

Units (OAKUU), Class A ordinary shares (OAKU), rights (OAKUR; one‑sixth share each), and warrants (OAKUW; exercisable at $11.50 per share).