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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): July 8, 2026
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 |
|
Not Currently Listed |
| |
|
|
|
|
| Class A Ordinary Shares, par value $0.0001 per share |
|
OAKU |
|
Not Currently Listed |
| |
|
|
|
|
| Rights, each right entitling the holder to one-sixth of one Class A Ordinary Share |
|
OAKUR |
|
Not Currently Listed |
| |
|
|
|
|
| Warrants, each warrant exercisable for one Class A Ordinary Share for $11.50 per share |
|
OAKUW |
|
Not Currently Listed |
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 July 8, 2026, 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 March 28, 2026 (“Current Outside Date”) to March 28,
2027, and that such resolution be made retroactively effective as of the Current Outside Date (the “Charter Amendment Proposal”).
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On July 8, 2026, the Company held the Extraordinary General Meeting.
As of the close of business on June 16, 2026, the record date fixed by the board of directors of the Company, the outstanding ordinary
shares of the Company entitled to vote consisted of 3,083,606 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 |
| 2,398,953 |
|
208,150 |
|
0 |
2. The Adjournment Proposal
Shareholders approved the Adjournment Proposal. Approval of the Adjournment
Proposal was passed though 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 |
| 2,398,953 |
|
208,150 |
|
0 |
Item 8.01. Other Events.
In connection with the shareholders’ vote at the Extraordinary
General Meeting of shareholders held by the Company on July 8, 2026, 1,269,163 ordinary shares were tendered for redemption, leaving 33,818
Class A ordinary shares held in trust and 1,814,443 ordinary shares issued and outstanding.
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) |
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: July 14, 2026 |
|
| |
|
| OAK WOODS ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/ Lixin Zheng |
|
| Name: |
Lixin Zheng |
|
| Title: |
Chief Executive Officer |
|