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Oak Woods Acquisition Corporation received a Nasdaq staff determination on March 23, 2026 that it is no longer in compliance with Listing Rule IM-5101-2 because it did not complete a business combination within 36 months of its IPO registration statement becoming effective.
Nasdaq determined this deficiency is a basis for delisting, and trading in the company’s Class A ordinary shares, warrants, rights and units will be suspended at the opening of business on March 25, 2026. The company expects Nasdaq to file Form 25-NSE to remove its securities from listing and registration on Nasdaq.
The company participated in a hearing with a Nasdaq Hearing Panel, acknowledged the expected delisting, and stated it intends to keep pursuing a business combination and, thereafter, a potential re‑listing on the Nasdaq Capital Market. It plans to promptly seek shareholder approval to extend the deadline to complete a business combination, offering shareholders the option to redeem their public shares, and will file a proxy statement for these proposals.
Oak Woods Acquisition Corporation reported receiving an additional determination letter from Nasdaq on March 4, 2026 for not paying certain listing fees required under Nasdaq Listing Rule 5250(f). This non‑payment is considered another instance of noncompliance with Nasdaq’s continued listing standards and adds a further basis for potential delisting of its securities from The Nasdaq Capital Market.
The issue will be reviewed by a Nasdaq Hearings Panel together with other existing deficiencies in a previously requested hearing about the company’s continued listing. Oak Woods Acquisition Corporation states that it intends to address the unpaid fees and the other matters raised in connection with this upcoming Panel hearing.
Meteora Capital, LLC and its managing member Vik Mittal report beneficial ownership of 302,797 shares of Oak Woods Acquisition Corp Class A common stock, representing 18.3947% of the class as of the event date 12/31/2025.
The shares are held through funds and managed accounts advised by Meteora Capital, with shared voting and dispositive power over all 302,797 shares and no sole voting or dispositive power. The holders state the position is held in the ordinary course of business and not for changing or influencing control of the company.
Mizuho Financial Group, Inc. filed an amended Schedule 13G reporting its beneficial ownership in Oak Woods Acquisition Corporation common shares. The firm reports beneficial ownership of 164,308 common shares, representing 4.6% of the class as of the event date, with sole voting and dispositive power over all reported shares.
The filing is made as a parent holding company, with the shares directly held by its wholly owned subsidiary Mizuho Securities USA LLC. Mizuho states the position is held in the ordinary course of business and not for the purpose of changing or influencing control of the issuer.
W. R. Berkley Corporation, through its subsidiary Berkley Insurance Company, reports beneficial ownership of 151,237 Class A ordinary shares of Oak Woods Acquisition Corporation, representing 9.2% of the class as of the reported date.
The filing states W. R. Berkley and Berkley Insurance Company have shared voting and dispositive power over all 151,237 shares, with no sole voting or dispositive power. The shares are described as acquired and held in the ordinary course of business and not for the purpose of changing or influencing control of Oak Woods Acquisition Corporation.
Oak Woods Acquisition Corporation, a SPAC targeting a merger with Huajin (China) Holdings, reported minimal operating activity but rising pressure on its capital structure. Investments in the trust account were $43,319,176 as of September 30, 2025, down from $48,084,367 at year-end, mainly due to shareholder redemptions and extension payments.
The company recorded a small net loss of $134,546 for the nine months, as $1,369,264 of interest income on trust investments offset $1,508,945 of formation and operating costs. Public redemptions were significant, with 1,492,646 shares redeemed in September 2024, 679,929 in March 2025 and 2,274,444 in October 2025, leaving 3,577,425 Class A shares subject to redemption.
To keep the merger path open, the sponsor has funded multiple extensions through unsecured promissory notes, which totaled $4,045,375 by September 30, 2025, contributing to a working capital deficit of $7,276,924. Management discloses substantial doubt about the company’s ability to continue as a going concern if a business combination is not completed within the current combination period.
Oak Woods Acquisition Corporation reported that it received a notice from Nasdaq stating it is not in compliance with Nasdaq Listing Rule 5620(a), which requires listed companies to hold an annual shareholder meeting within one year after the end of their fiscal year. Nasdaq’s letter noted the company did not hold such a meeting within twelve months of its fiscal year end, triggering a continued listing deficiency.
The company has 45 calendar days, until March 2, 2026, to submit a plan to regain compliance. If Nasdaq accepts that plan, it may grant up to 180 calendar days from the fiscal year end, until June 29, 2026, for Oak Woods to hold an annual meeting and cure the issue. Oak Woods intends to submit a compliance plan and expects it will include holding an annual meeting within the allowed period. The Nasdaq notice does not immediately affect the listing or trading of the company’s securities on The Nasdaq Stock Market.