M&A: Oak Woods Acquisition Corp

Form Type: S-4/A

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390024113440

Comments: On December 30, 2024, Oak Woods Acquisition Corporation (to be renamed Huajin Health Group Company Limited upon closing of the Business Combination) filed an updated registration statement related to its merger with Huajin (China) Holdings Limited. The Board unanimously approved the transactions defined in a Merger Agreement dated August 11, 2023, which has undergone several amendments to allow for completion extension. The document outlines that OAKU will issue approximately 23,748,128 Class A Ordinary Shares at closing, based on Huajin's equity valuation, with provisions for automatic conversion of Class B shares into Class A shares. The inquiry also includes details surrounding the structure of the Combined Company, which will operate as a Cayman Islands holding entity with no significant operations of its own but managing subsidiaries in China. The registration seeks public resale of shares resulting from the merger, highlighting the non-redemption agreements with investors aimed to ensure adequate liquidity for business operations post-transaction, while adhering to regulations concerning PRC operations and potential impacts from recent legal changes in the oversight of foreign listings.

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