M&A - Oak Woods Acquisition Corp

Form Type: DEF 14A

Filing Date: 2025-03-10

Corporate Action: Merger

Type: New

Accession Number: 000121390025021858

Filing Summary: Oak Woods Acquisition Corporation is convening an extraordinary general meeting on March 20, 2025, to seek shareholder approval for two key proposals. The first proposal, the Extension Proposal, aims to amend their Articles of Association, extending the deadline to consummate a business combination from March 28, 2025, to April 28, 2025, with potential for further extensions up to September 28, 2025. The second proposal, the Adjournment Proposal, requests approval to allow adjournment of the meeting if additional time is needed to solicit votes for the Extension Proposal. The Company’s board unanimously recommends voting in favor of both proposals. A $172,500 contribution will be required for each one-month extension from the current deadline. Shareholders who redeem their shares will receive a redemption price based on the funds available in the Trust Account. If the proposals are not approved, the Company will cease operations and liquidate, redeeming all public shares.

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Form Type: PRE 14A

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000121390025018976

Filing Summary: Oak Woods Acquisition Corporation has filed a preliminary proxy statement for an extraordinary general meeting scheduled for March 20, 2025. The main proposal is the 'Extension Proposal', which seeks shareholder approval to extend the deadline for completing a business combination (merger, asset acquisition, etc.) from March 28, 2025, to April 28, 2025, with the potential for further extensions. This proposal aims to provide sufficient time to finalize a business combination, following earlier extensions approved by shareholders. The board believes a timely merger may not occur without extending the deadline, prompting this need for the extension. A second agenda item is the 'Adjournment Proposal' to allow for further solicitation of proxies should initial voting be insufficient to pass the Extension Proposal. Shareholders also have the option for cash redemption of their shares based on the funds in the Trust Account. If the extension is not approved, the company will cease operations and begin liquidation processes, including mandatory redemptions of shares. This filing indicates the increasing urgency for the company to secure a merger to avoid liquidation.

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Form Type: S-4/A

Filing Date: 2025-01-17

Corporate Action: Merger

Type: Update

Accession Number: 000121390025004671

Filing Summary: On January 17, 2025, Oak Woods Acquisition Corporation filed Amendment No. 8 to Form S-4 for a proposed business combination with Huajin (China) Holdings Limited. Following the transaction, Oak Woods will change its name to Huajin Health Group Company Limited. The merger has been approved by the board of directors and will involve the merger of Huajin with Oak Woods Merger Sub Inc., a wholly-owned subsidiary of Oak Woods. Upon completion, Huajin will be a wholly-owned subsidiary of Oak Woods, and shareholders will receive up to 23,748,128 Class A Ordinary Shares of Oak Woods. The filing outlines the conditions precedent to the merger, including obtaining approval from shareholders and meeting Nasdaq listing requirements. Additionally, it details the backstop agreement with Fortune Woods Investment Holding Limited for securing Class A Ordinary Shares in the event of shareholder redemptions, aiming to ensure minimum cash requirements post-combination. Risks tied to regulatory compliance within China and potential impact on operations and financial performance are emphasized, particularly regarding the overseas listing and compliance with PRC laws. A total of 2,625,571 Ordinary Shares are being registered under this statement, alongside stipulations regarding ownership structure and voting powers post-merger, citing controlled company stipulations under Nasdaq rules.

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Form Type: S-4/A

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000121390024113440

Filing Summary: 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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