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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):
January 21, 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. Oak Woods Acquisition Corporation Announces Receipt
of Nasdaq Notice Regarding Annual Meeting Requirement.
Oak Woods Acquisition Corporation (Nasdaq:
OAKU) (the “Company”) today announced that on January 16, 2026, Oak Woods Acquisition Corporation (the “Company”)
received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company
that it is not in compliance 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. The Nasdaq letter indicated that the Company did not hold an
annual meeting of shareholders within twelve months following its fiscal year end and therefore no longer complies with this continued
listing requirement.
In accordance with Nasdaq Listing Rule 5810(c)(2)(G),
the Company has been provided 45 calendar days, or until March 2, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s
compliance plan, Nasdaq may grant an exception of up to 180 calendar days from the end of the Company’s fiscal year, or until June
29, 2026, to regain compliance with the annual meeting requirement.
The Company intends to submit a compliance
plan within the required timeframe and expects that such plan will include holding an annual meeting of shareholders within the period
permitted by Nasdaq, subject to Nasdaq’s acceptance of the plan.
The Nasdaq notification has no immediate effect
on the listing or trading of the Company’s securities on The Nasdaq Stock Market LLC.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release of Oak Woods Acquisition Corporation Announcing Receipt of Nasdaq Notice Regarding Annual Meeting Requirement |
| 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: January 21, 2026 |
|
| |
|
| OAK WOODS ACQUISITION CORPORATION |
|
| |
|
|
| By: |
/s/ Lixin Zheng |
|
| Name: |
Lixin Zheng |
|
| Title: |
Chief Executive Officer |
|
