8-K: Oak Woods Acquisition Corporation Notified by Nasdaq for Delayed Annual Report Filing

Oak Woods Acquisition Corporation received a notification from Nasdaq due to a delay in filing its Annual Report on Form 10-K for the year ended December 31, 2024, but the listing remains unaffected at this time.

Summary

• Oak Woods Acquisition Corporation received a notification from Nasdaq on April 24, 2025, regarding non-compliance with Nasdaq Listing Rule 5250(c)(1) due to a delay in filing its Annual Report on Form 10-K for the period ended December 31, 2024.
• The company has 60 days to submit a plan to regain compliance, and Nasdaq may grant an exception of up to 180 days from the Annual Report's due date, potentially extending until October 13, 2025.
• The notification does not currently impact the company's listing on The Nasdaq Capital Market.
• Oak Woods is in the final stages of completing the audit of its financial statements and expects to file the Form 10-K promptly upon completion.
• The delay is not due to any disagreement with the company's auditors.
• The company has extended the deadline to complete its initial business combination to September 28, 2025, through shareholder votes and sponsor deposits into the trust account.
• The sponsor deposited $172,500 into the trust account, extending the time to complete the initial business combination until May 28, 2025; this is the second of six possible one-month extensions.

Sentiment

Score: 4

Explanation: The sentiment is slightly negative due to the Nasdaq notification of deficiency, but tempered by the company's efforts to regain compliance and the absence of disagreement with auditors.

Positives

• The Nasdaq notification does not immediately affect the company's listing.
• The company is in the final stages of completing its audit and expects to file the Form 10-K promptly.
• The delay is not due to disagreements with the company's auditors.
• Shareholders approved extensions to the business combination deadline, and the sponsor is making required deposits.

Negatives

• The company received a notification of deficiency from Nasdaq due to the delayed filing of its Annual Report on Form 10-K.
• The company is not in compliance with Nasdaq Listing Rule 5250(c)(1).

Risks

• Failure to submit a compliance plan to Nasdaq within 60 days could lead to further delisting procedures.
• The company may not be able to complete the audit and file the Form 10-K promptly.
• The company may not be able to complete its initial business combination by the extended deadline of September 28, 2025.

Future Outlook

The company expects to file the Form 10-K promptly upon completion of the audit review process and is working diligently with its independent registered public accounting firm.

Management Comments

• The company is working diligently with its independent registered public accounting firm to complete the remaining audit procedures.
• The delay in filing is not due to any disagreement with the company's auditors.

Industry Context

This announcement is typical for SPACs (Special Purpose Acquisition Companies) facing challenges in completing their initial business combinations within the specified timeframes, often requiring extensions and facing potential delisting if compliance requirements are not met.

Comparison to Industry Standards

• Many SPACs face similar challenges in meeting deadlines for financial reporting and business combinations.
• Companies like Digital World Acquisition Corp. (DWAC) have experienced delays and regulatory scrutiny, impacting their timelines.
• The extension of deadlines through shareholder votes and sponsor deposits is a common practice in the SPAC industry to provide more time for deal completion.

Stakeholder Impact

• Shareholders may be concerned about the potential impact of the Nasdaq notification on the company's stock price and future prospects.
• The company's ability to complete its initial business combination is crucial for delivering value to shareholders.

Next Steps

• The company must submit a plan to regain compliance to Nasdaq within 60 days.
• The company must complete the audit of its financial statements and file the Form 10-K.
• The company must complete its initial business combination by September 28, 2025.

Key Dates

Keywords

Nasdaq, delisting, Form 10-K, annual report, compliance, business combination, extension, OAKU, Oak Woods Acquisition Corporation