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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): August
8, 2025
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
August 8, 2025, Oak Woods Acquisition Corporation (the “Company”) received a letter (the “Notice”)
from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that
the Company no longer meets the minimum 300 public holders requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(3)
(the “Minimum Public Holders Requirement”). In accordance with Nasdaq rules, the Company has 45 calendar days,
or until September 22, 2025, to submit a plan to regain compliance with the Minimum Public Holders Requirement. If the plan is accepted,
Nasdaq can grant an extension of up to 180 calendar days from the date of the Notice. The Notice has no immediate effect on the listing
of the Company’s securities listed on The Nasdaq Capital Market.
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: August 14, 2025 |
|
| |
|
| OAK WOODS ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/ Lixin Zheng |
|
| Name: |
Lixin Zheng |
|
| Title: |
Chief Executive Officer |
|
2
