Oak Woods Acquisition Corp. Files DEFA14A Amendment

Ticker: OAKUR · Form: DEFA14A · Filed: Sep 25, 2024 · CIK: 1945422

Oak Woods Acquisition Corp DEFA14A Filing Summary
FieldDetail
CompanyOak Woods Acquisition Corp (OAKUR)
Form TypeDEFA14A
Filed DateSep 25, 2024
Risk Levellow
Pages8
Reading Time9 min
Key Dollar Amounts$230,000, $172,500, $10, $50,000, $0.0001
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, amendment, sec-filing

TL;DR

Oak Woods Acquisition Corp. just dropped an amendment to their proxy statement. Nothing new, just more paperwork.

AI Summary

Oak Woods Acquisition Corp. is filing Amendment No. 1 to its DEFA14A filing, which concerns definitive additional materials. The company, incorporated in Z4 with its fiscal year ending December 31, is located at 101 Roswell Drive, Nepean, Z4, K2J0H5, and can be reached at 4035617750. This filing is related to the Securities Exchange Act of 1934.

Why It Matters

This filing indicates that Oak Woods Acquisition Corp. is providing additional definitive materials related to its proxy statement, which is a crucial step in corporate governance and shareholder communication processes.

Risk Assessment

Risk Level: low — This filing is an amendment to a proxy statement and does not appear to contain new material information or significant corporate actions that would inherently increase risk.

Key Players & Entities

  • Oak Woods Acquisition Corp. (company) — Registrant
  • 101 Roswell Drive (location) — Business and Mail Address
  • Nepean (location) — City
  • Z4 (location) — State of Incorporation
  • K2J0H5 (location) — ZIP Code
  • 4035617750 (phone_number) — Business Phone
  • 001-41664 (other) — SEC File Number

FAQ

What is the purpose of this DEFA14A filing?

This DEFA14A filing is for Definitive Additional Materials and is an amendment (Amendment No. 1) to the proxy statement filed by Oak Woods Acquisition Corporation.

Who is the filer of this document?

The filer is Oak Woods Acquisition Corporation, the Registrant.

What is the company's business address?

The company's business address is 101 Roswell Drive, Nepean, Z4, K2J0H5.

What is the fiscal year end for Oak Woods Acquisition Corp.?

The fiscal year end for Oak Woods Acquisition Corp. is December 31 (1231).

Under which section of the Securities Exchange Act of 1934 is this filing made?

This filing is made pursuant to Section 14(a) of the Securities Exchange Act of 1934.

Filing Stats: 2,356 words · 9 min read · ~8 pages · Grade level 20 · Accepted 2024-09-25 10:31:11

Key Financial Figures

  • $230,000 — tion of “Contribution” from $230,000 for each three-month extension to $172,
  • $172,500 — 0,000 for each three-month extension to $172,500 for each one-month extension, and (3) t
  • $10 — r private placement units at a price of $10 per unit at the option of the Sponsor.
  • $50,000 — taxes, if any and without deducting the $50,000 of interest to pay dissolution expenses
  • $0.0001 — outstanding ordinary shares, par value $0.0001 per share (the “Ordinary Shares&r
  • $500,000 — ompany, (less taxes payable and up to US$500,000 of interest to pay dissolution expenses

Filing Documents

From the Filing

ADDITIONAL MATERIALS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under §240.14a-12 OAK WOODS ACQUISITION CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. EXPLANATORY NOTE Oak Woods Acquisition Corporation (the “Company”) is filing this amendment No. 1 (the “Amendment No. 1”) to its definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on September 16, 2024 (the “Proxy Statement”) to (1) change the definition of an “Extension” to provide for one-month extension periods up to a total of six months, instead of two three-month extension periods; (2) change the definition of “Contribution” from $230,000 for each three-month extension to $172,500 for each one-month extension, and (3) to disclose that the dissolution expenses will be paid by the Sponsor, instead of from the Trust Account and to update the proposed amendments to the Restated Memorandum and Articles of Association accordingly. Terms used in this Amendment No. 1 that are not defined in this Amendment No. 1 have the meanings given to them in the Proxy Statement. To reflect the above summary of the proposed changes to the Proxy Statement, the revised Proposal No.1 – The Extension Proposal is as follows: A. Proposal No. 1 — The Extension Proposal as a special resolution, to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Charter”) pursuant to an amendment to the Charter in the form set forth in Annex A of the accompanying proxy statement to extend the date by which the Company must consummate a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination (a “business combination”) from September 28, 2024 (the “Current Outside Date”) to October 28, 2024 (the “Extended Date”) and to allow the Company, without another shareholder vote, by resolution of the Company’s board of directors (the “Board”), to elect to further extend the Extended Date in additional one-month increments up to five additional times, or a total of up to 6 months after the Current Outside Date, until up to March 28, 2025 (each, an “Additional Extended Date”), (the “Extension,” and such proposal, the “Extension Proposal”); After consultation with Whale Bay International Company Limited (the “Sponsor”), the Company’s management has confirmed that, if the Extension Proposal is approved, the Sponsor or its affiliates will contribute $172,500 in connection with the Extended Date, and for each Additional Extended Date to the Company as a loan (the “Contribution”) for the Company to deposit the funds into the Trust Account as the Contribution, on or before September 28, 2024 with respect to the Extended Date and upon five days’ advance notice prior to Additional Extended Date, and to extend the Current Outside Date for an additional one (1) month period each time for up to six (6) times. The Contribution will be deposited in the Trust Account prior to the beginning of the additional extension period. The Contribution will bear no interest and will be repayable by the Company to the Sponsor upon consummation of a Business Combination in cash or private placement units at a price of $10 per unit at the option of the Sponsor. The loan will be forgiven by the Sponsor or its affiliates if the Company is unable to consummate a Business Combination except to the extent of any funds held outside of the Trust Account. If the Company’s Board otherwise determines that the Company will not be able to consummate a Business Combination by the last Extended Date of March 28, 2025, the Company would wind up its affairs and redeem 100% of the outstanding Public Shares in accordance with the same procedures set forth below that would be applicable if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved. 1 If the Extension Amendment Proposal are not approved, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not m

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