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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 5, 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.
On February
5, 2026, Oak Woods Acquisition Corporation (the “Company”) received a Staff Delisting Determination letter (the “Letter”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it has not
regained compliance with Nasdaq Listing Rule 5550(a)(3), which requires companies listed on the Nasdaq Capital Market to maintain a minimum
of 300 public holders.
As previously
disclosed, on August 8, 2025, Nasdaq notified the Company that it was not in compliance with the minimum public holders requirement. Thereafter,
Nasdaq granted the Company an extension until February 4, 2026 to regain compliance. In the February 5, 2026 Letter, Nasdaq determined
that the Company failed to evidence compliance with the minimum 300 public holders requirement within the extension period and, accordingly,
Staff has determined to delist the Company’s securities from The Nasdaq Stock Market.
In addition,
Nasdaq noted that the Company remains non-compliant with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual
meeting of shareholders no later than one year after the end of the Company’s fiscal year. Nasdaq further stated that, pursuant
to Listing Rule 5810(c)(2)(A), it is precluded from reviewing any compliance plan relating to the annual meeting deficiency while the
Company is subject to a Staff Delisting Determination. Accordingly, the annual meeting deficiency serves as an additional basis for delisting.
Unless the
Company timely requests a hearing before a Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on February 12, 2026, trading of the Company’s
common shares, units, warrants and rights will be suspended at the opening of business on February 17, 2026, and Nasdaq will file a Form
25-NSE with the Securities and Exchange Commission to remove the Company’s securities from listing and registration on Nasdaq.
The Company
is evaluating its available options, including whether to request a hearing to appeal the Staff’s determination. A timely request
for a hearing will stay the suspension of trading and the filing of the Form 25-NSE pending the outcome of the hearing process.
On February
11, 2026, the Company issued a press release announcing receipt of the Letter. A copy of the press release is attached hereto as Exhibit
99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release - Oak Woods Acquisition Corporation Announces Receipt of Nasdaq Staff Delisting Determination |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 11, 2026 |
|
| |
|
| OAK WOODS ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/ Lixin Zheng |
|
| Name: |
Lixin Zheng |
|
| Title: |
Chief Executive Officer |
|
Exhibit 99.1
Oak Woods Acquisition Corporation Announces Receipt of Nasdaq
Staff Delisting Determination
Nepean, Ontario, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Oak Woods
Acquisition Corporation (Nasdaq: OAKU, OAKUU, OAKUW, OAKUR) (the “Company”) today announced that on February 5, 2026, it
received a Staff Delisting Determination letter (the “Letter”) from the Listing Qualifications Department of The Nasdaq
Stock Market LLC (“Nasdaq”).
As previously disclosed, on August
8, 2025, Nasdaq notified the Company that it was not in compliance with Nasdaq Listing Rule 5550(a)(3), which requires companies listed
on the Nasdaq Capital Market to maintain a minimum of 300 public holders. The Company was subsequently granted an extension until February
4, 2026 to regain compliance.
In the February 5, 2026 Letter, Nasdaq
determined that the Company did not satisfy the terms of the extension because it failed to evidence compliance with the minimum 300 public
holders requirement. As a result, Nasdaq has determined to delist the Company’s securities from The Nasdaq Stock Market.
Additionally, Nasdaq noted that the
Company remains non-compliant with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders
within twelve months of the end of the Company’s fiscal year. Nasdaq stated that because the Company is now subject to a Staff Delisting
Determination, Nasdaq is precluded under Listing Rule 5810(c)(2)(A) from reviewing any plan of compliance relating to the annual meeting
deficiency. Accordingly, the annual meeting deficiency serves as an additional basis for delisting.
Unless the Company timely requests
a hearing before a Nasdaq Hearings Panel by 4:00 p.m. Eastern Time on February 12, 2026, trading of the Company’s common shares,
units, warrants, and rights will be suspended at the opening of business on February 17, 2026, and Nasdaq will file a Form 25-NSE with
the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.
The Company intends to evaluate its
available options, including whether to request a hearing to appeal the Staff’s determination. A timely hearing request would stay
the suspension of trading and the filing of the Form 25-NSE pending the outcome of the hearing process. There can be no assurance that
any appeal would be successful.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking
statements,” including statements regarding the Company’s ability to request or prevail at a hearing as provided under Nasdaq’s
rules, or otherwise submit a compliance plan, Nasdaq’s acceptance of such plan, and the Company’s ability to regain compliance
with Nasdaq Listing Rules 5550(a)(3)and 5620(a). 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.
Company Contact:
Lixin Zheng
Chief Executive Officer, Chief Financial Officer,
Chairman and Director
Oak Woods Acquisition Corporation
Email: pr@oakwoodsacquisition.com
Phone: (+1) 403-561-7750
