Oak Woods (OAKUU) Files Form 12b-25; Q2 2025 Report Delayed

Rhea-AI Filing Summary

Oak Woods Acquisition Corporation submitted a Form 12b-25 notifying the SEC that its NT 10-Q for the period ended June 30, 2025 will be filed late. The registrant checked Rule 12b-25(b), indicating the quarterly report is expected to be filed on or before the fifth calendar day following the prescribed due date. The narrative states the Quarterly Report is delayed because additional time was needed by the company’s auditor and service providers to coordinate review and filing, though the narrative text is truncated and omits the final word after "filing of the ."

The form discloses that an Annual Report for the period ended December 31, 2024 has not been filed. The company states it does not anticipate a significant change in operating results compared with the prior year period. The notification is signed by Lixin Zheng as Chief Executive Officer and Chief Financial Officer on August 14, 2025, and contact phone listed is +1 403-561-7750.

Positive

• Registrant used Rule 12b-25 to notify the SEC and define a short extension window for filing the NT 10-Q
• Notification was signed by the CEO/CFO, providing a named contact and phone number for follow-up

Negative

• Quarterly NT 10-Q for period ended June 30, 2025 is delayed, citing auditor and service-provider coordination
• Annual Report for the period ended December 31, 2024 has not been filed, indicating an outstanding compliance issue
• Part III narrative is truncated (ends with 'filing of the .'), reducing transparency about the precise cause or scope of the delay

Insights

Financial Analyst

TL;DR: Company filed a 12b-25 for its Q2 2025 NT 10-Q citing auditor/service-provider delays; annual 2024 report remains outstanding.

The filing is a procedural notification that the quarter-end NT 10-Q covering June 30, 2025 will be late and that the company expects to file within the brief extension window under Rule 12b-25(b). The stated cause is coordination time with the auditor and service providers. The registrant also discloses the Annual Report for year-ended December 31, 2024 has not been filed, which is material for reporting compliance. The form asserts no anticipated material change in results versus the prior year period. Investors should note this is a delay notice; the filing does not include operating or financial data.

Corporate Governance Expert

TL;DR: Late quarterly filing plus an unfiled 2024 annual report raise governance and disclosure-control concerns.

The notification signed by the CEO/CFO formally documents a late NT 10-Q and cites auditor and service-provider coordination as the reason. Of governance concern is the explicit admission that the Annual Report for the period ended December 31, 2024 remains unfiled. The narrative in Part III is truncated, which limits transparency. While the company checked that it does not expect significant changes in results, the combination of delayed periodic reporting and an outstanding annual report is a negative signal on reporting controls and timeliness.

SEC File Number: 333-269862

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR

For Period Ended: June 30, 2025

☐ Transition Report on Form 10-K

☐ Transition Report on Form 20-F

☐ Transition Report on Form 11-K

☐ Transition Report on Form 10-Q

☐ Transition Report on Form N-SAR

For the Transition Period Ended: _______________

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Oak Woods Acquisition Corporation

Full Name of Registrant

N/A

Former Name if Applicable

101 Roswell Drive

Address of Principal Executive Office

(Street and Number)

Nepean, Ontario, K2J 0H5, Canada

City, State and Zip Code:

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Forms 10K, 20-F, 11-K, Form NSAR, or Form N-CSR or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof, could not be filed within the prescribed time period.

Our Form 10-Q Quarterly Report is currently being completed and has been delayed due to additional time needed by our auditor and service providers to coordinate in completing their review and filing of the Form 10-Q.

PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification:

	Lixin Zheng		(+1) 403-561-7750
	(Name)		(Area Code) (Telephone number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months (or for such shorter) period that the registrant was required to file such reports) been filed? If answer is no, identify report(s): ☐ Yes ☒ No   Annual Report on Form 10-K for the Period Ended December 31, 2024.

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof: ☐ Yes ☒ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

1

Oak Woods Acquisition Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

August 14, 2025	By:	/s/ Lixin Zheng
		Lixin Zheng
		Chief Executive Officer and Chief Financial Officer

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FAQ

What did Oak Woods (OAKUU) file with the SEC?

Oak Woods filed a Form 12b-25 notifying the SEC that its NT 10-Q for the period ended June 30, 2025 will be filed late.

Why is the OAKUU quarterly report delayed?

The company states the Quarterly Report is delayed due to additional time needed by the auditor and service providers to coordinate in completing their review and filing, though the narrative is truncated in the filing.

When does Oak Woods expect to file the late NT 10-Q?

The registrant checked Rule 12b-25(b), indicating the quarterly report is expected to be filed on or before the fifth calendar day following the prescribed due date.

Has Oak Woods filed all required reports for the last 12 months?

No. The filing indicates the Annual Report for the period ended December 31, 2024 has not been filed.

Who signed the 12b-25 notification and how can they be contacted?

The form is signed by Lixin Zheng, Chief Executive Officer and Chief Financial Officer, with contact phone +1 403-561-7750.