UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-41664

OAK WOODS ACQUISITION CORPORATION

(Exact name of registrant as specified in its charter)

Cayman Islands

N/A

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

101 Roswell Drive, Nepean, Ontario,

K2J 0H5, Canada

(Address of Principal Executive Offices, including zip code)

(+1) 403-561-7750

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☒	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes ☒ No ☐

As of June 30, 2024, the aggregate market value of the ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing sales price for the ordinary shares on June 30, 2023, as reported on the NASDAQ Capital Market, was approximately $58,995,000.

As of April 29, 2025, 3,577,425 public Class A ordinary shares, par value $0.0001 per share, Class A 343,125 Private Placement Shares and 1,437,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

Documents Incorporated by Reference

Portions of the registrant’s preliminary and definitive proxy statements on Schedule 14A filed with the SEC on September 3, 2024, September 16, 2024, September 25, 2024, March 3, 2025 and March 10, 2025, and registrant’s proxy/registration statement on Form S-4 (amendment no. 8) filed with the SEC on January 17, 2025 are incorporated herein by reference into Part I Item A Risk Factors and Part III of this Form 10-K to the extent stated herein.

TABLE OF CONTENTS

		Page

PART I
Item 1.	Business	1
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	7
Item 1C.	Cybersecurity	7
Item 2.	Properties	7
Item 3.	Legal Proceedings	7
Item 4.	Mine Safety Disclosures	7

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	8
Item 6.	[Reserved]	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	16
Item 8.	Financial Statements and Supplementary Data	16
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	17
Item 9A.	Control and Procedures	17
Item 9B.	Other Information	17
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	17

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	18
Item 11.	Executive Compensation	23
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	24
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 14.	Principal Accounting Fees and Services	29

PART IV
Item 15.	Exhibits and Financial Statements Schedules	F-1
Item 16.	Form 10-K Summary	30
	Index to Consolidated Financial Statements	F-1
	Signature	32

Unless otherwise stated in this Annual Report on Form 10-K, references to:

●

references to “amended and restated memorandum and articles of association” are to the amended and restated memorandum and articles of association that we will adopt prior to the consummation of the proposed merger transaction with Huajin;

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references to “we,” “us” or “our company” are to Oak Woods Acquisition Corporation, a Cayman Islands exempted company;

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references to “China” or the “PRC” refer to the People’s Republic of China, including Hong Kong and Macau;

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references to “Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;

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references to “Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

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references to the “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

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references to “founder shares” are to the 1,437,500 Class B ordinary shares currently held by the initial shareholders (as defined below);

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references to “Huajin” refer to Huajin (China) Holdings Limited, a Cayman Islands exempted company and its subsidiaries;

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references to our “initial shareholders” are to our sponsor and any other holder of founder shares, including our officers and directors, and our advisor Space Frontier Investment Holding Limited;

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references to “ordinary shares” are to our Class A ordinary shares and Class B ordinary shares;

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references to our “management” or our “management team” are to our officers and directors;

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references to “Merger Sub” in this annual report refer to Oak Woods Merger Sub Inc., a Cayman Islands company and wholly-owned subsidiary of Oak Woods Acquisition Corporation;

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references to our “private shares” or “private placement shares” are to the Class A ordinary shares included in the private units as well as any Class A ordinary shares that may be issued upon conversion of working capital loans;

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references to our “private units”, “private placement units” or “insider units” are to the units, each consisting of one Class A ordinary share, one right and one redeemable warrant, that our sponsor purchased privately from us in a private placement concurrent with our initial public offering (the “IPO”) , as well as any units that may be issued upon conversion of working capital loans;

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references to our “private rights” or “private placement rights” are to the rights included in the private units as well as any rights that may be issued upon conversion of working capital loans;

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references to our “private warrants” or “private placement warrants” are to the warrants included in the private units as well as any warrants that may be issued upon conversion of working capital loans;

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references to our “public shares” are to Class A ordinary shares which are being sold as part of the units in our IPO (whether they were purchased in our IPO or thereafter in the open market)

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references to our “public shareholders” refer to the holders of our public shares, including our initial shareholders to the extent our initial shareholders purchase public shares, provided that their status as “public shareholders” shall exist only with respect to such public shares;

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references to our “public rights” are to the rights sold as part of the units in our IPO (whether they are subscribed for in our IPO or in the open market);

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references to our “public warrants” are to the redeemable warrants sold as part of the units in our IPO (whether they are subscribed for in our IPO or in the open market);

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references to the “representative” are to EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters;

●

references to our “sponsor” are to Whale Bay International Company Limited, a British Virgin Islands business company;

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references to our “warrants” are to the public warrants as well as the private warrants and any warrants included in private units issued upon conversion of working capital loans; and

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“$,” “US$” and “U.S. dollar” each refer to the United States dollar.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this annual report may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements in this Annual Report may include, for example, statements about:

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our ability to select an appropriate target business or businesses;

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our ability to complete our initial business combination with Huajin (China) Holdings Limited, or any other initial business combination;

●

our expectations around the performance of a prospective target business or businesses;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

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our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

●

our potential ability to obtain additional financing to complete our initial business combination;

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our pool of prospective target businesses;

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the ability of our officers and directors to generate a number of potential business combination opportunities;

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the liquidity and trading of our public securities;

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the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance;

●

the Trust Account not being subject to claims of third parties; or

●

our financial performance.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. These risks and others described under “Risk Factors” may not be exhaustive.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this report. In addition, even if our results or operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this report, those results or developments may not be indicative of results or developments in subsequent periods.

PART I

Item 1. Business

Overview

We are a blank check company newly incorporated as a Cayman Islands exempted company on March 11, 2022. Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking (being March 16, 2022), no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We were incorporated for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Our efforts to identify a prospective target business will not be limited to a particular industry or geographic location. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to such a transaction with our company.

On October 25, 2022, we issued an aggregate of 2,156,250 Class B ordinary shares to our sponsor, Whale Bay International Company Limited. The aggregate purchase price for the founder shares was $25,000, or approximately $0.012 per share. On sponsor assigned, for nominal consideration, 420,000 Class B shares to Space Frontier Investment Holding Limited, which shall act its business advisor, 350,000 shares to Fen Zhang, our former CEO and Chairman of the board of directors, and 10,000 shares to each of our independent directors including John O’Donnell, Mitchell Cariaga, and Lauren Simmons. On February 10, 2023, our sponsor surrendered, and we cancelled, an aggregate of 718,750 Class B ordinary shares held by our sponsor pursuant to a share surrender agreement dated January 13, 2023, resulting in there being an aggregate of 1,437,500 founder shares outstanding.

On March 28, 2023, we consummated our initial public offering of 5,750,000 units (the “OAKU Public Units”), inclusive of the over-allotment option of 750,000 OAKU Public Units. Each unit consisted of one OAKU Class A Ordinary Share, par value $0.0001, one redeemable warrant, and one right to receive one-sixth (1/6) of an OAKU Class A Ordinary Share upon consummation of a business combination. The OAKU Public Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $57,500,000. Simultaneously with the closing of the IPO, we consummated a private placement (“Private Placement”) with our sponsor, Whale Bay International Company Limited (the “Sponsor”) for the purchase of 343,125 private units (the “OAKU Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $3,431,250, pursuant to the Private Placement Unit Subscription Agreement dated March 27, 2023. Each OAKU Private Unit is identical to OAKU Public Units sold in the Initial Public Offering, except that the Private Units, so long as they are held by our sponsor (and/or its designees), (i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights. Additionally, the Private Warrants will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

As of March 28, 2023, a total of $58,506,250 of the net proceeds from the Initial Public Offering, and the Private Placement were deposited in a Trust Account established for the benefit of the Company’s public shareholders. As of March 31, 2024, the amount held in trust was $61,551,081.51.

Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates and engaging in non-binding discussions with potential target entities. Other than the proposed merger transaction with Huajin, we are not a party to any binding agreement with any other target entity. We presently have no revenue and have had losses since inception from incurring formation and operating costs since completion of our IPO. The OAKU Public Units, OAKU Shares, OAKU Warrants and OAKU Rights are each quoted on the Nasdaq Capital Market, under the symbols “OAKUU,” “OAKU”, “OAKUW” and “OAKUR”, respectively. Each of OAKU Public Units consists of one OAKU Share, one OAKU Warrant to purchase one half of a OAKU Share. OAKU Public Units commenced trading on the Nasdaq Capital Market on March 24, 2023. OAKU Shares, OAKU Warrants and OAKU Rights commenced trading on the Nasdaq Capital Market on May 19, 2023.

Recent Developments

Proposed Business Combination

On August 11, 2023, we entered into a Merger Agreement and Plan of Reorganization (as amended from time to time) with Merger Sub, Huajin (China) Holdings Limited, a Cayman Islands exempted company (“Huajin”) and Xuehong Li, in his capacity as the representative of the Huajin securityholders. On June 26, 2024, the parties entered into the First Amendment, and into the Second Amendment on December 13, 2024. Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Huajin (the “Huajin Merger”), with Huajin surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands as a wholly-owned subsidiary of ours (the transactions contemplated by the Merger Agreement and the related ancillary agreements. Huajin provides elderly care and health care services to elderly population. It focuses on health care services to the elderly and strives to provide smart home care for solutions in local communities.

Extensions

Upon execution of the Merger Agreement, Huajin provided a transaction deposit in the sum of $330,000 to us, that may be utilized to provide all or a portion of the deposit required to extend the existence of Oak Woods for an additional three (3) month period until September 28, 2024.

Pursuant to the Amended and Restated Memorandum and Articles of Association, OAKU’s board of directors also has the ability to further extend the period of time to consummate a Business Combination up to one additional times after June 28, 2024, by an additional three months. In order to extend the time available for OAKU to consummate a Business Combination, the Sponsor or other insiders or their respective affiliates or designees must deposit into the Trust Account an amount of $0.10 per public share on or prior to the date of the applicable deadline, for each three-month extension. Pursuant to our Amended and Restated Memorandum and Articles of Association, OAKU’s board of directors has subsequently extended the period of time to consummate a Business Combination up to September 28, 2024. In order to extend the time available for OAKU to consummate a Business Combination through September 28, 2024, our Sponsor deposited $575,000 into the Trust Account (an amount of $0.10 per Public Share) on June 27, 2024, prior to the date of June 28, 2024, which was the prior applicable deadline under our initial three-month extension.

On October 1, 2024 by filing the Form 8-K the Company announced that, as approved by the shareholders of the Company at the Extraordinary General Meeting adjourned from September 25, 2024 and held on September 26, 2024 (the “September EGM”), the following proposals were approved thereby amending the Amended and Restated Articles and Memorandum of Association of the Company to give the Company the right to extend the date by which the Company has to complete a business combination from September 28, 2024 to March 28, 2025, by depositing into the Trust Account $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times.

As of the date of this report, the Company timely made six (6) deposits aggregating $1,035,000 into the Trust Account to effectuate the extension of its time to complete the Business Combination until March 28, 2025. Of the $1,035,000, $172,500 and $172,500 in trust were applied in the Company’s investment account in January 2025 March 2025 by the transfer agent, respectively. The Company recorded the $345,000 in other assets as of December 31, 2024. In connection with the September EGM, on September 26, 2024, 1,492,646 Class A ordinary shares were redeemed at a per share price of $11.20. On October 4, 2024, $16,641,342 was paid from the Trust Account to redeeming shareholders in connection with the extension.

On March 26, 2025 by filing the Form 8-K the Company announced that, as approved by the shareholders of the Company at the Extraordinary General Meeting held on March 20, 2025 (the “March EGM”), the following proposals were approved thereby amending the Amended and Restated Articles and memorandum of Association to give the Company the right to extend the date by which the Company has to complete a business combination from March 28, 2025 to September 28, 2025, by depositing into the Trust Account $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times. As of April 28, 2025, the Company timely made two (2) deposits aggregating $345,000 into the Trust Account, thereby extending the time available to the Company to complete our initial business combination until May 28, 2025. In connection with the March EGM, on March 25, 2025, 679,929 Class A ordinary shares were redeemed at a per share price of $11.56. On March 26, 2025, $7,859,455 was paid from the Trust Account to redeeming shareholders in connection with the extension.

Evaluation of a target business and structuring of our initial business combination

In evaluating Huajin, we considered a variety of factors, including the following:

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growth potential

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brand recognition and potential

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capital requirements

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competitive position

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barriers to entry

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meetings with incumbent management and employees

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document reviews

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interviews of customers and suppliers

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inspection of facilities

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a review of financial and other information about the target and its industry.

These criteria are not intended to be exhaustive. In evaluating Huajin, we conducted an extensive due diligence review, which encompassed the factors above as well as other considerations deemed relevant by our management.

Redemption Rights

Pursuant to our Amended and Restated Memorandum and Articles of Association, OAKU shareholders (except our Initial Shareholders) will be entitled to redeem their OAKU Shares for a pro rata share of the Trust Account (currently anticipated to be no less than approximately $11.27 per share of Class A Ordinary Share for shareholders) net of taxes payable, whether or not they vote their public shares on the Business Combination Proposal and follow the procedures for redeeming public shares described earlier in this report.

If the Company seeks to obtain a shareholder vote in connection with the closing of the Business Combination, to vote its public shares on the Business Combination Proposal at the extraordinary general meeting, a shareholder must be a shareholder as the record date for the extraordinary general meeting at a time set by the Company. Accordingly, if the shareholder purchases public shares after the record date, the shareholder will not be able to redeem the purchased shares upon consummation of the Business Combination unless the shareholder has either (i) have a written agreement from the seller/transferor of the public shares whereby the seller/transferor agrees to vote the shares in accordance with the shareholder’s instructions, or (ii) obtain a proxy from the seller/transferor which authorizes the shareholder to vote the public shares held in record name of the seller/transferor and must actually vote such public shares on the Business Combination Proposal.

Our Sponsor and other Initial Shareholders do not have redemption rights with respect to any Class A Ordinary Share owned by them, directly or indirectly (nor will they seek appraisal rights with respect to such Class A Ordinary Share if appraisal rights would be available to them).

Automatic Dissolution and Subsequent Liquidation of Trust Account if No Business Combination

Pursuant to our Amended and Restated Memorandum and Articles of Association, if we are unable to complete our initial business combination within the completion window, we will ((i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our Initial Shareholders have entered into a letter agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their founder shares if we fail to complete our initial business combination within the completion window. However, if our Initial Shareholders acquire public shares after this offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if we fail to complete our initial business combination within the prescribed time period.

In the event of a liquidation, dissolution or winding up of the company after a business combination, our shareholders at such time will be entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class of shares, if any, having preference over the ordinary shares. Our shareholders have no preemptive or other subscription rights. There are no sinking fund provisions applicable to the ordinary shares, except that we will provide our shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), upon the completion of our initial business combination, subject to the limitations described herein.

If we are unable to consummate our initial business combination prior to September 28, 2025 (unless our shareholders vote to extend the time for us to complete our initial business combination), we would still follow the same liquidation procedures described above. At such time, the warrants will expire and holders of warrants will receive nothing upon a liquidation and the warrants will be worthless.

There will be no redemption rights or liquidating distributions with respect to our warrants or rights, both of which will expire worthless if we fail to complete our initial business combination prior to the expiration of time period provided for under our Amended and Restated Memorandum and Articles of Association. We will pay the costs of our liquidation from our remaining assets outside of the Trust Account. However, the liquidator may determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors).

Under the Companies Act (As Revised) of the Cayman Islands, shareholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution.

Facilities

We maintain our principal executive offices at 101 Roswell Drive, Nepean, Ontario, K2J 0H5, Canada. We rent such space form an unaffiliated third party at a rent of $5,000 per month on a month-to-month basis. We consider our current office space adequate for our current operations.

Employees

We have one executive officer, our Chief Executive officer and Chief Financial Officer. The officer is not obligated to devote any specific number of hours to our matters and intend to devote only as much time as they deem necessary to our affairs. The amount of time he will devote in any time period will vary based on whether a target business has been selected for the business combination and the stage of the business combination process the company is in. Accordingly, once management locates a suitable target business to acquire, he will spend more time investigating such target business and negotiating and processing the business combination (and consequently spend more time to our affairs) than he would prior to locating a suitable target business. We presently expect our executive officer to devote such amount of time as he reasonably believe is necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business to a majority of his time as we move into serious negotiations with a target business for a business combination). We do not intend to have any full-time employees prior to the consummation of a business combination.

Periodic Reporting and Financial Information

The information on our website is not included as part of this annual report. We have registered our units, Class A ordinary shares, rights and warrant under the Securities Exchange Act of 1934, as amended (the “Exchange Act’), and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. Those reports are available on the SEC’s EDGAR system at www.sec.gov. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

Summary of Risk Factors

Below is a summary of the principal risks associated with an investment in the Company. This summary should not be relied upon as an exhaustive list of the material risks facing our business.

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newly formed company without an operating history;

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delay in receiving distributions from the Trust Account;

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lack of opportunity to vote on our proposed business combination;

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lack of protections afforded to investors of blank check companies;

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deviation from acquisition criteria;

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issuance of equity and/or debt securities to complete a business combination;

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lack of working capital;

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third-party claims reducing the per-share redemption price;

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negative interest rate for securities in which we invest the funds held in the Trust Account;

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our shareholders being held liable for claims by third parties against us;

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failure to enforce our sponsor’s indemnification obligations;

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dependence on key personnel;

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conflicts of interest of our sponsor, officers and directors;

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the delisting of our securities by Nasdaq;

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dependence on a single target business with a limited number of products or services;

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our shareholders’ inability to vote or redeem their shares in connection with our extensions;

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shares being redeemed and rights and warrants becoming worthless;

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our competitors with advantages over us in seeking business combinations;

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ability to obtain additional financing;

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our initial shareholders controlling a substantial interest in us;

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warrants’ adverse effect on the market price of our ordinary shares;

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registration rights’ adverse effect on the market price of our ordinary shares;

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business combination with a company located in a foreign jurisdiction;

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changes in laws or regulations; tax consequences to business combinations; and

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exclusive forum provisions in our right agreement and warrant agreement.

Item 1A. Risk Factors

Please refer to the “Risk Factors” section contained in the Company’s registration statement on Form S-4 (amendment no. 8) filed with the SEC on January 17, 2025.

Item 1B. Unresolved Staff Comments

None.

Item 1C. Cybersecurity.

We are a blank check company with no business operations except the proposed business combination transaction. Since our IPO, our sole business activity has been identifying and evaluating suitable target businesses for an initial business combination. Therefore, we do not believe that we face significant cybersecurity risks and have not adopted any cybersecurity risk management programs or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. In fiscal year 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

Item 2. Properties

We do not own any real estate or other physical properties materially important to our operation. We currently maintain our executive offices at 101 Roswell Drive, Nepean, Ontario, K2J 0H5, Canada. The cost for this space is drawn from our operating budget. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

Item 3. Legal Proceedings

To the knowledge of our management, there is no litigation currently pending against us, any of our officers or directors in their capacity as such or against any of our property.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

(a) Market Information

Our units, Class A ordinary shares, rights and warrants are each traded on the NASDAQ Capital Market under the symbols “OAKUU,” OAKUO,” “OAKUR,” and “OAKUW” respectively. Our units commenced public trading on March 24, 2023, and our ordinary shares, rights and warrants commenced separate public trading on May 19, 2023.

(b) Holders of Unregistered Securities

For the annual period ending December 31, 2024, we have issued unregistered shares to our sponsor simultaneously with the closing of the IPO on March 28, 2023, the Company consummated the private placement (“Private Placement”) with Whale Bay International Company Limited, its sponsor, purchasing 343,125 of our units (the “Private Units”) at a price of $10.00 per Private Unit, generating total proceeds of $3,431,250. Each Private Unit is comprised of one ordinary share of the Company, par value $0.0001 per share, one warrant, and one right, for a purchase price of $10.00 per Private Unit. Each Warrant entitles the holder thereof to purchase one ordinary share and each Right entitles the holder thereof to receive one-sixth (1/6) of one ordinary share.

These Private Units, and the Class A ordinary shares, rights and warrants underlying them have not been registered with the U.S. Securities and Exchange Commission and continue to be held privately in their entirety by Whale Bay International Company Limited, our sponsor, pursuant to the terms of subscription agreement dated March 27, 2023 as disclosed in further detail in the Form 8-K filed on April 3, 2023 in conjunction with the closing of our initial public offering.

As of the March 31, 2025, there were 2 holders of record of our Public Units, 1 holder of record of our Public Shares, 1 holder of record of our Public Rights, and 1 holder of record of our Public Warrants, and 6 holders of our Class B Ordinary Shares. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Class A Ordinary Shares, Public Warrants, Public Units and Public Rights are held of record by banks, brokers and other financial institutions.

We have not paid any cash dividends on our Shares to date and does not intend to pay cash dividends prior to the completion of a Business Combination. The payment of cash dividends in the future will depend upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any dividends subsequent to the Business Combination will be within the discretion of us then Board of Directors. It is the present intention of our Board of Directors to retain all earnings, if any, for use in its business operations and, accordingly, our Board of Directors does not anticipate declaring any dividends in the foreseeable future.

(d) Securities Authorized for Issuance Under Equity Compensation Plans

None.

(e) Recent Sales of Unregistered Securities

None.

(f) Use of Proceeds

On March 28, 2023, we consummated our initial public offering (the “IPO”) of 5,750,000 units, which includes the full exercise of the underwriter’s over-allotment option of 750,000 public units. Each unit consists of one share of Class A ordinary share, one redeemable warrant entitling its holder to purchase one share of Class A ordinary share at a price of $11.50 per share, and one right to receive one-sixth (1/6) of a share of Class A ordinary share upon the consummation of an initial business combination. The public units were sold at an offering price of $10.00 per unit, generating gross proceeds of $57,500,000. Simultaneously with the closing of our IPO, we consummated the private placement of with our sponsor, Whale Bay International Company Limited, purchasing units at a price of $10.00 per private unit, generating total proceeds of $3,431,250.

As of March 28, 2023, a total of $58,506,250 of the net proceeds from the IPO and the private placement were deposited in a Trust Account established for the benefit of the Company’s public stockholders.

The private units are identical to the units sold in the initial public offering except that the private warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by our sponsor or its permitted transferees. Additionally, because the private units were issued in the private transactions, our sponsor and its permitted transferees are allowed to exercise the warrants included in the private units for cash even if a registration statement covering the ordinary shares issuable upon exercise of such warrants is not effective and receive unregistered ordinary shares. Additionally, our sponsor agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until the completion of our initial business combination. The sponsor was granted certain demand and piggyback registration rights in connection with the private units.

We paid a total of $1,150,000 in underwriting commissions, and $611,595 for other costs and expenses related to the initial public offering, not including deferred commission of $2,012,500 payable to the underwriters from the funds held in the Trust Account upon completion of our initial business combination. After deducting the deferred commission, the remaining funds held in the Trust Account, less amounts released to the trustee to pay redeeming shareholders, will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes, including payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts and commissions.

For a description of the use of the proceeds generated in our initial public offering, see below Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations of this Form 10-K.

(g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Item 6. [Reserved]

Not required.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this report (the “Annual Report”) to “we,” “us” or the “Company” refer to Oak Woods Acquisition Corporation. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Whale Bay International Company Limited. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

Overview

We are a blank check company, incorporated on March 11, 2022, as a Cayman Islands exempted company. We were formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”). On August 10, 2023, we setup Oak Woods Merger Sub, Inc. (“Merger Sub”) as a Cayman Islands exempted company.

On August 11, 2023, Oak Woods Acquisition Corporation, an exempted company incorporated in the Cayman Islands (“Oak Woods”), entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Oak Woods Merger Sub, Inc., a Cayman Islands corporation and a wholly owned subsidiary of Oak Woods (“Merger Sub”), Huajin (China) Holdings Limited, a Cayman Islands corporation (“Huajin”) and Xuehong Li, in his capacity as the representative of the Huajin shareholders (“Shareholders’ Representative” or otherwise hereinafter referred to as “Founder”). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Huajin (the “Merger”), with Huajin surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands as a wholly- owned subsidiary of Oak Woods.

As of December 31, 2024, the Company had not commenced any operations, except as related to the prospective Merger. All other activities through December 31, 2024 were related to the Company’s formation, the IPO, and searching for a Business Combination target. We will not generate any operating revenues until after the completion of a Business Combination, at the earliest. We will generate non-operating income in the form of interest income from the proceeds derived from the IPO.

Recent Development

On August 11, 2023, we entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Oak Woods Merger Sub, Inc., a Cayman Islands corporation and a wholly owned subsidiary of us (“Merger Sub”), Huajin (China) Holdings Limited, a Cayman Islands corporation (“Huajin”) and Xuehong Li, in his capacity as the representative of the Huajin shareholders (“Shareholders’ Representative” or otherwise hereinafter referred to as “Founder”). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Huajin (the “Merger”), with Huajin surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands as a wholly- owned subsidiary of us (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”).

The aggregate consideration payable at the closing of the Business Combination (the “Closing”) to the shareholders of Huajin will be the issuance of such number of shares of Oak Woods Class A Ordinary Shares, par value $0.0001 per share (the “Class A Ordinary Shares”) as shall be determined by subtracting the “Closing Net Debt” of Huajin (as defined in the Merger Agreement) from the agreed valuation of $250,000,000, and dividing such difference by $10.00, which represents the agreed valuation of one Class A Ordinary Share. At Closing, each holder of the ordinary shares of Huajin will receive, in exchange for the Huajin shares owned by such persons, shares of a Class A Ordinary Shares of Oak Woods in an amount equal to the product obtained by multiplying the number of ordinary shares of Huajin held by such shareholder by the Closing Consideration Conversion Ratio (as defined in the Merger Agreement). Of the Class A Ordinary Shares to be issued by Oak Woods at Closing, the Indemnification Escrow Shares (as defined below) shall be delivered into escrow for indemnification claims, as described herein. All of the Class A Ordinary Shares of Oak Woods issued and outstanding at the completion of the merger shall be renamed and redesignated as the ordinary shares of Oak Woods.

The parties also agreed that immediately following the Closing, Oak Woods’s board of directors will consist of five directors, three of which will be designated by Oak Woods and two of which will be designated by Huajin. As of the date of this Form 10-K, Huajin made a deposit of $330,969 to the Company, a portion of which funds will be utilized to provide the deposit required to extend the time available to Oak Woods to complete a business combination. The balance of such funds may be used by Oak Woods to fund expenses.

On March 23, 2024, the Merger Agreement was amended by Agreement to Extend the Merger Agreement and Plan of Reorganization to extend the termination date of the proposed business combination transaction from March 23, 2024 to June 28, 2024.

On June 28, 2024, the Company issued an unsecured promissory note in the amount of $575,000 to the Company’s Sponsor, Whale Bay International Company Limited, which has timely deposited $575,000 in the Company’s Trust Account, representing $0.10 per unit as additional interest on the proceeds in the Trust Account in order to extend the amount of time it has available to complete a business combination until September 28, 2024.

As approved by the shareholders of the Company at the Extraordinary General Meeting adjourned from September 25, 2024 and held on September 26, 2024 (“September EGM”), the amending the Amended and Restated Articles and Memorandum of Association of the Company gives the Company the right to extend the date by which the Company has to complete a business combination from September 28, 2024 to March 28, 2025, by depositing into the Trust Account $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times. As of the date of this report, the Company timely made six (6) deposits aggregating $1,035,000 into the Trust Account to effectuate the extension of its time to complete the Business Combination until March 28, 2025. Of the $1,035,000, $172,500 and $172,500 in trust were applied in the Company’s investment account in January 2025 March 2025 by the transfer agent, respectively. In connection with the September EGM, on September 26, 2024, 1,492,646 Class A ordinary shares were redeemed at a per share price of $11.20. On October 4, 2024, $16,541,342 was paid from the Trust Account to redeeming shareholders in connection with the extension.

As approved by the shareholders of the Company at the Extraordinary General Meeting held on March 20, 2025 (“March EGM”), the Amended and Restated Articles and memorandum of Association gives the Company the right to extend the date by which the Company has to complete a business combination from March 28, 2025 to September 28, 2025, by depositing into the Trust Account $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times. As of April 28, 2025, the Company timely made two (2) deposits aggregating $345,000 into the Trust Account, thereby extending the time available to the Company to complete our initial business combination until May 28, 2025. In connection with the March EGM, on March 20, 2025, 679,929 Class A ordinary shares were redeemed at a per share price of $11.56. On March 25, 2025, $7,859,455 was paid from the Trust Account to redeeming shareholders in connection with the extension on March 26, 2025. There is no assurance that the Company will complete its initial Business Combination.

Results of Operations

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities for the period from March 11, 2022 (inception) through December 31, 2024 have been entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. We do not expect to generate any operating revenues until after the completion of our initial business combination. We generated non-operating income in the form of interest income on cash and cash equivalents, and on investments held in Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2024, we had a net income of $191,545, which resulted from interest income of $5,852 on the operating account and interest income of $2,940,555 on investments held in the Trust Account, partially offset by formation and operating costs of $2,746,762 and an upward change in fair value of warrant liabilities of $400.

For the year ended December 31, 2023, we had net income of $1,308,097, which resulted from interest income of $25,035 on the operating account, interest income of $2,258,904 on the Trust Account, a downward change in fair value of warrant liabilities of $53,500, partially offset by formation and operating costs of $1,029,342.

Liquidity and Capital Resources

On March 28, 2023, we consummated the initial public offering (“IPO”) of 5,750,000 units (the “Public Units’), including the full exercise of the over-allotment option of 750,000 Units granted to the underwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $57,500,000. Simultaneously with the IPO, we sold to our Sponsor 343,125 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $3,431,250. Each Unit consists of one share of Class A ordinary share, par value $0.0001 per share (the “Shares”), one redeemable warrant entitling its holder to purchase one Share at a price of $11.50 per Share, and one right to receive one-sixth (1/6) of one share upon the consummation of our initial business combination.

For the year ended December 31, 2024, net cash used in operating activities was $1,342,834, which was due to net income of $191,545, adjusting interest income of $2,940,555 earned on Trust Account and changes in fair value of warrant liabilities of $8,100, and changes in operating assets and liabilities of $1,398,076.

For the year ended December 31, 2023, net cash used in operating activities was $650,771, which was due to net income of $1,308,097, adjusting interest income of $2,258,904 earned on Trust Account and changes in fair value of warrant liabilities of $53,500, and changes in operating assets and liabilities of $353,536.

As of December 31, 2024 and 2023, we had cash of $4,637 and $367,321, respectively, held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete an initial business combination.

As of December 31, 2024, the Company had working capital deficit of $4,388,114. The Company has incurred and expects to continue to incur significant professional costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination. In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, it would repay such loaned amounts at that time. Up to $1,151,000 of such Working Capital Loans may be converted upon completion of a Business Combination into units at a price of $10.00 per unit. Such units would be identical to the Private Units.

On August 11, 2023, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Oak Woods Merger Sub, Inc., a Cayman Islands corporation and a wholly owned subsidiary of the Company (“Merger Sub”), Huajin (China) Holdings Limited, a Cayman Islands corporation (“Huajin”) and Xuehong Li, in his capacity as the representative of the Huajin shareholders (“Shareholders’ Representative” or otherwise hereinafter referred to as “Founder”). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Huajin (the “Merger”), with Huajin surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands as a wholly- owned subsidiary of the Company (the transactions contemplated by the Merger Agreement and the related ancillary agreements, the “Business Combination”). In connection with the Business Combination, Huajin made a deposit of $330,969 to the Company. The Company recorded the deposit in the account of “deposit from the target company” on the consolidated balance sheet.

In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification (“ASC”) Subtopic 205-40, Presentation of Financial Statements – Going Concern, the Company may need to raise additional capital through loans or additional investments from its Sponsor, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsor may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. In addition, if the Company is unable to complete a Business Combination within the Combination Period, the Company’s board of directors would proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company. There is no assurance that the Company’s plans to consummate a Business Combination will be successful within the Combination Period. As a result, management has determined that such additional conditions also raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account, excluding the deferred underwriting commissions, to complete an initial business combination. To the extent that capital stock or debt is used, in whole or in part, as consideration to complete an initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue growth strategies. If an initial business combination agreement requires the Company to use a portion of the cash in the Trust Account to pay the purchase price or requires the Company to have a minimum amount of cash at closing, the Company will need to reserve a portion of the cash in the Trust Account to meet such requirements or arrange for third-party financing.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2024 and 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Contractual Obligations

Registration Rights

The holders of the founder shares, Private Placement Units, shares being issued to the underwriters of the Initial Public Offering, and units that may be issued on conversion of Working Capital Loans (and in each case holders of their component securities, as applicable) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of Initial Public Offering requiring the Company to register such securities for resale. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not be required to effect or permit any registration or cause any registration statement to become effective until the securities covered thereby are released from their lock-up restrictions. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Promissory Notes — Related Party

Promissory notes as extension Loans

In order to finance the potential obligation to add funds to the Trust Account in connection with extending time to complete a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Extension Loans”). Such Extension Loans would be evidenced by promissory notes. In June 2024, the Company issued one non-interest bearing unsecured promissory note, in an amount of $575,000, to the Sponsor in exchange for Sponsor depositing such amount into the Company’s Trust Account in order to extend the amount of time it has available to complete a business combination until September 28, 2024. The promissory note is payable on the earlier of (i) September 28, 2024, or (ii) the date on which Maker consummates its business combination with Huajin. In March 2025, the promissory note of $575,000 issued in June 2024 was extended and is payable on the earlier of (i) September 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin.

On September 26, 2024, the shareholders approved the amendment to the Articles and Memorandum of Association (“First Amended and Restated Amended and Restated”), pursuant to which the Company has the right to extend the time to complete a business combination six (6) times for an additional one (1) month each time from September 28, 2024 to March 28, 2025 by depositing into the Trust Account $172,500 for each one-month extension. For the period from September 28, 2024 through February 28, 2024, the Company issued six unsecured promissory notes, each in an amount of $172,500, to the Sponsor in exchange for Sponsor depositing such amount into the Company’s Trust Account in order to extend the amount of time it has available to complete a business combination until March 28, 2025.

On March 20, 2025, the shareholders approved another amendment to the Articles and Memorandum of Association (“Second Amended and Restated Amended and Restated”), pursuant to which the Company has the right to extend the time to complete a business combination six (6) times for an additional one (1) month each time from March 28, 2025 to September 28, 2025 by depositing into the Trust Account $172,500 for each one-month extension. As of April 28, 2025, the Company timely made two (2) deposits aggregating $345,000 into the Trust Account, thereby extending the time available to the Company to complete our initial business combination until May 28, 2025.

In the event that a Business Combination does not close by January 28, 2025, or up to September 28, 2025 no amounts will thereafter be due thereon.

As of December 31, 2024 and 2023, the Company had promissory notes as extension loans of $1,265,000 and $nil, respectively. As of the date of these consolidated financial statements, the Sponsor has not demanded repayment.

Other promissory notes

On July 15, 2022, the sponsor has agreed to loan the Company up to $500,000 to be used for a portion of the expenses of the Proposed Public Offering. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the closing of the Proposed Public Offering or (2) the date on which the Company determines not to conduct an initial public offering of its securities. Effective on March 28, 2023, the Company and the sponsor entered into an extension agreement pursuant to which the sponsor agreed to extend the promissory note to May 31, 2023. In June 2023, the Company repaid promissory notes due to the sponsor.

In May 2024, the Company issued one non-interest bearing unsecured promissory note, in an amount of $657,700, to the Sponsor in exchange for loans to support the Company’s operations. The promissory notes are payable on the earlier of (i) September 28, 2024, or (ii) the date on which the Company consummates its business combination with Huajin. With the extension of the time to complete a business combination by September 28, 2025, the Company amended the payment term of the promissory notes, which are payable on the earlier of (i) September 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin.

In July 2024, the Company issued one non-interest bearing unsecured promissory note to the Sponsor in exchange for loans to support the Company’s operations. The Company could draw down a maximum amount of $1,000,000. As of December 31, 2024, the Company drew down $322,450 from the promissory note. The promissory notes are payable on the earlier of (i) March 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin. With the extension of the time to complete a business combination by September 28, 2025, the Company amended the payment term of the promissory notes, which are payable on the earlier of (i) September 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin.

As of December 31, 2024 and 2023, the Company had promissory notes as operation loans of $980,150 and $nil, respectively, due to related parties.

Administrative Services Agreement

The Company is obligated, commencing on March 23, 2023, to pay the sponsor a monthly fee of $10,000 for general and administrative services. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the audit committee that the Company lacks sufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our initial Business Combination.

For the years ended December 31, 2024 and 2023, the Company accrued administrative service expenses of $120,000 and $90,000, respectively, in the account of formation and operating costs. As of December 31, 2024 and 2023, the Company had service fee payable of $210,000 and $90,000, respectively, due to the sponsor.

Underwriting Agreement

The Company granted the underwriter a 45-day option to purchase up to 750,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less the underwriting discounts and commissions, which the underwriter partially exercised in full, and the additional Units were issued on March 23, 2023.

The underwriter was paid a cash underwriting discount of $0.20 per Unit, or $1,150,000 in the aggregate. In addition, the underwriter is entitled to a deferred fee of $0.35 per Unit, or $2,012,500 in the aggregate. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

Financial Advisory Agreement

The Company engaged Asian Legend International Investment Holding Limited (“AsianLegend”) as the Company’s advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with press releases and public filings in connection with the Business Combination simultaneously upon the closing of IPO. Under the Merger Agreement and the agreement entered into between AsianLegend and the Company, with the consent of Huajin, The Company will pay AsianLegend a cash fee of $100,000 per month, from the month AsianLegend started consulting services to the date of Closing of the Business Combination for such services, plus Class A Ordinary Shares issued to AsianLegend upon the consummation of a Business Combination. The number of Class A Ordinary Shares to be issued to Asian Legend is calculated at 5% of the number of Class A Ordinary Shares to be issued to the Huajin shareholders upon the consummation of a Business Combination. AsianLegend started to provide consulting services in October 2023. As of December 31, 2024 and 2023, the Company had accrued consulting service expenses of $1,500,000 and $300,000, respectively.

Critical Accounting Estimates

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. We did not identify critical accounting estimates for the year ended December 31, 2024.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280. The Company adopted ASU 2023-07 for the annual period ended December 31, 2024. The adoption of this standard did not have a material impact to our results of operations, cash flows or financial condition.

On December 14, 2023, the FASB issued a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. ASU 2023-09, Improvements to Income Tax Disclosures, applies to all entities subject to income taxes. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial position, results of operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our consolidated financial statements.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not required for smaller reporting companies.

Item 8. Financial Statements and Supplementary Data

This information appears following Item 15 of this Report and is included herein by reference.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act is: (1) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (2) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well designed and operated, can provide only reasonable assurance that it will detect or uncover failures within the Company to disclose material information otherwise required to be set forth in our periodic reports. Inherent limitations to any system of disclosure controls and procedures include, but are not limited to, the possibility of human error and the circumvention or overriding of such controls by one or more persons. In addition, we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, and our system of controls may therefore not achieve its desired objectives under all possible future events.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our principal executive officer, who also serves as our principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024, the end of the period covered by this report.

Management’s Report on Internal Controls Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Our management, with the participation of our principal executive officer and principal financial officer, conducted an evaluation of the effectiveness, as of December 31, 2024, of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013).

Based on this evaluation, our management concluded that our internal control over financial reporting was ineffective due to a material weakness as of December 31, 2024 because of its non-identification of the following trust investment activity: (i) a delay of three (3) business days with respect to the investment of the September 28, 2024 extension payment timely received into trust; (ii) an erroneous investment account allocation of the October 28, 2024 extension payment that was reconciled without any impact on the trust balance on March, 4 2025, and; (iii) a delay in identifying the post-trust deposit non-investment activity of the December 28, 2024 extension trust proceeds, received into our trust investment account on January 27, 2025. In order to remediate the above material weakness identified, the Company will ensure that the Trust Account statements with the associated monthly investment statements are reconciled at the time of each extension payment in order to immediately detect any delays or errors in processing the investment of the extension proceeds.

Changes in Internal Control over Financial Reporting

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated any changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024. Based on this evaluation, the principal executive officer and principal financial officer concluded that, at December 31, 2024, was a change in our internal controls over financial reporting during the most recent fiscal quarter because of a material weakness that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, specifically those expressly disclosed here above.

Item 9B. Other Information

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Directors and Executive Officers

As of the date of this report, our directors and officers are as follows:

Name	Age	Title
Lixin Zheng	57	Chief Executive Officer, Chief Financial Officer, Chairman & Director
John O’Donnell	77	Independent Director
Mitchell Cariaga	64	Independent Director
Lauren Simmons	29	Independent Director

Our directors and executive officers are as follows:

Lixin Zheng — Mr. Zheng has served as our Chief Financial Officer since October 3, 2022, and our Chief Executive Officer since February, 2023. Mr. Zheng has over 30 years of extensive practical experience in TMT, investment and financing, manufacturing and fastmoving chain circulation in mainland China, Hong Kong, Taiwan, the United States and Canada. He also possesses successful financing and IPO planning and practical experience in global capital markets for acquisitions, mergers, restructuring and financial public relations of public and private companies, with practical ability and successful cases of market value maintenance.

Mr. Zheng served as a financial director and the CFO for Ajisen (China) Holdings Co., Ltd. (0538.HK) in Hong Kong from November 2006 to November 2008, one of the leading fast casual restaurant chain operators in Asia. He has successfully operated and raised HKD 1.8 billion for Ajisen, which was rated as the best medium-sized enterprise listing project in 2007 by the Asian Finance magazine and he was interviewed by the Bloomberg channel during his works at Ajisen. He also led the successful business merger transaction for Ajisen (Shenzhen) with a transactional value of RMB 450 million. From December 2008 to May 2013, Mr. Zheng served at Rinpak Technology Holding Limited at the CFO in Shanghai and Taipei office, and was in charge of the company’s IPO works. Under his lead, Rinpak Technology successfully listed on Taiwan Stock Exchange with an offering size of USD 50 million, as well as a pre-IPO raised funds of RMB 200 million. From June 2013 to November 2018, Mr. Zheng served as the chief financial officer and the financial advisor to several companies, including Qianbei Technology Group, Roman Garden Services Group, Fubon Group/Ruji Medical Group, Nanda Pharmaceutical Technology Development Co. Ltd. and several other public and private companies. Mr. Zheng has been serving as the CFO at Huijie Information Technology (Shanghai) Co., Ltd. since July 2020, being in charge of the company’s financial management. He served as the CFO at Jinke Investment Holding Group in its Shanghai and Hong Kong office from December 2018 to June 2020, being in charge of the company’s financing and business merger projects. Mr. Zheng also worked at Siemens Beijing office as the accountant and McDonald China office as the accounting manager from 1989 to 1992, and at System Software Associates (SSA) China office and Chicago office as the senior consultant from 1992 to 2000. From 2000 to 2006, he founded Insys International Company limited in Ottawa, Canada and served as the CEO. Mr. Zheng has decades of experience in the corporate finance, global capital market, listing planning, financial PR, market outlook operations, overall planning and worked as the CFO for several pharmaceutical, medical and health technology companies.

Mr. Zheng is a member of Fellow-Institute of Public Accountants (FIPA) and Fellow Financial Accountant (FFA) in UK. He is also a distinguished lecturer of Overseas Education College of Shanghai JiaoTong University in China. Mr. Zheng holds a B.A. in economics from Shenzhen University. He also holds a Unix/C/C++ Certificate from Illinois Institute of Technology in Chicago. We believe Mr. Zheng is well qualified to serve on our chief financial officer because of his extensive experience and knowledge in corporate finance and corporate governance for public companies.

John O’Donnell — Mr. O’Donnell became an independent director in February 2023. Mr. O’Donnell has extensive and diversified entrepreneurship and consulting experience in the global market, business management and trading industry.

Mr. O’Donnell served as a former director of research for the Online Trading Academy, a brokerage firm in Irvine, California with US$500 million per day in cleared retail equities executions since its incorporation in 1997. In this role, he delivered a combination of educational and corporate experience that has been instrumental in making Online Trading Academy today one of the premier trading schools in the world. His extensive diversified management and consulting experience has been a key ingredient in Online Trading Academy’s fast global growth and multiple industry recognition and awards. He has often been featured on financial web portals and television networks such as CNBC, CNN, and MarketWatch. Mr. O’Donnell’s focus and thoughts on issues such as historic boom/bust business cycles and the potential coming volatility in the credit bubble in the “Globalization 3.0 Era” has also been featured in financial focused newspapers and magazines such as The Wall Street Journal, Investors Business Daily, Traders Journal and EQUITIES magazine, etc. Mr. O’Donnell is frequently a keynote speaker at global finance expos including Trade2Win, Online Traders Expo, London IX Expos, Brazil Active Traders Expos, World’s First Virtual Online Traders Expo, Canadian Financial Forums, and The MoneyShow. From 1986 to 1997, Mr. O’Donnell founded and served as its CEO at Double Win Capital Network, boutique investment banker for emerging growth high tech companies. He was recognized as Finalist in Entrepreneur of the Year in Orange County, Calif in 1987 and 1988 as awarded by INC magazine and Ernst and Young. During his works at Double Win Capital Network, he financed over US$150+ million in merger/acquisition/equity placements for 6 companies. From 1979 to 1986, Mr. O’Donnell founded and served as its CEO at Republic Resources, Inc, a US$75 million public company who was one of the world’s largest grower of jojoba oil plantations. Republic Resources developed and syndicated US$20 million in farming syndications through the independent broker/dealer community. From 1972 to 1978, Mr. O’Donnell founded and served as its CEO at Precious Metals Exchange, Inc, a refiner of precious metal scrap and retailer of bullion and coins to investors. The company was acquired by Penn Pacific Corp, a public company in California in 1978 and was the one of the most active traded equities on NASDAQ in 1979. From 1968 to 1972, Mr. O’Donnell served Milwaukee Public School System as a physical sciences teacher.

Mr. O’Donnell holds a B.S. from Southwest Baptist University. We believe Mr. O’Donnell is well qualified to serve on our board of directors because of his rich experience in academia and his broad business and executive management experience.

Mitchell Cariaga — Mr. Cariaga became an independent director in February 2023. Mr. Cariaga is an experienced financial manager working in the business merger and acquisition industries as well as the private investment sector of international capital markets.

From August 2019 to February 2022, Mr. Cariaga served as an independent director for Brilliant Acquisition Corporation (BRLI.NASDAQ), a SPAC company which has closed a US$46,000,000 sized IPO in 2020. Since 2007, he has been the president at Orange Grove Trading Company, a consulting firm that provides consulting services for international capital markets. From 2008 to 2015, Orange Grove was retained by Title Trading to build and manage Title Trading’s international trading teams in four countries and multiple capital markets. While on this assignment, he worked in the development and execution of algorithmic trading strategies with complex risk parameters that integrated human understanding and analysis with algorithmic computer processes. As part of this role, Mr. Cariaga also managed cross functional teams responsible for daily risk metrics and led a market risk management modeling team for various markets involving commodities, Foreign Exchange, equities, and bonds.

From 2002 to 2008, he worked at Asian American Financial Insurance Services (AAFIS) in Shenyang, China, where he led the development of international trading desks in China, with over 600 traders across a broad variety of asset classes. There, Mr. Cariaga developed a market risk management modeling team for the company as the technology lead for algorithmic trading, and developed the China based business for four different leveraged asset classes in the stocks, futures, and options markets in the U.S. From 1998 to 2002, he managed his own proprietary capital, balancing various risk factors to establish a trading model with a high confidence probability rating. During that time Mr. Cariaga also was asked by the Online Trading Academy to provide formal training for its team members. Presently Mr. Cariaga serves as a General Partner for Citrus Grove Capital, LLC, a U.S. based hedge fund.

Mr. Cariaga holds a master’s degree in theology from Grace Theological Seminary and a bachelor’s degree in history from California State University. We believe Mr. Cariaga is well qualified to serve on our board of directors because of his extensive experience in mergers and acquisitions and with capital markets in the U.S. and Asia.

Lauren Simmons — Ms. Simmons became an independent director in February 2023. Ms. Simmons is an equity trader who started her career in finance in May of 2017 with Rosenblatt Securities on the floor of the New York Stock Exchange. Ms. Simmons was recognized by Ebony’s Power 100 list in 2018, as well as by Politico which awarded her as among its Women of Impact in 2018. Since achieving notoriety in 2018, Ms. Simmons has been featured in various media outlets including Forbes, Politico, CNBC, Bloomberg and The Cut. Stemming from her financial knowledge and ability to quickly build relationships in financial markets, Ms. Simmons has built a broad network in private and public financial and consumer markets. Specifically, Ms. Simmon’s commentary, experience as an equities trader, combined with her market and experiential insights has led to her success as a brand leader for women in finance. In particular, Ms. Simmons has built partnerships with Ford, LinkedIn, Express, Champs, Isagenix and Pure Leaf. Ms. Simmons is also a financial contributor to Bloomberg, CNBC, Yahoo Finance, and other financial media outlets. She is the author of a new book addressing professional development and finance which has been accepted for publication by Harper Collins. Ms. Simmons has also headlined major events such as Aspen Ideas Festival, Sina Finance in China, Disney’s Dreamers Academy, and keynote at Harvard, etc. Currently, Ms. Simmons is hosting and producing the show GOING PUBLIC for Entrepreneur.com. Ms. Simmons has also launched the podcast Mind, Body, Wealth with Lauren Simmons, a top ranked Spotify Original Podcast. Ms. Simmons is currently a member of the advisory board at Robinhood Markets, Inc. (HOOD.NASDAQ) and a former board member at ConsciouslyUnbiased.

Ms. Simmons holds a B.S. in Psychology from Kennesaw State University and concentrated her undergraduate studies in genetics and statistics. We believe Ms. Simmons is well qualified to serve on our board of directors because of the confluence of her practical experience as an advisory board member of Robinhood Markets, Inc., her overall financial and market sophistication, and her broad network of relationships that can be leveraged in connection with our search for an acquisition target.

Number, Terms of Office and Appointment of Officers and Directors

Our board of directors consist of four members. The term of office will expire at our first annual general meeting. We may not hold an annual general meeting until after we consummate our initial business combination (unless required by Nasdaq).

Subject to any other special rights applicable to the shareholders, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board or by a majority of the holders of our ordinary shares (or, prior to our initial business combination, holders of our founder shares).

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our memorandum and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our officers may consist of a Chairman, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

Director Independence

Nasdaq listing standards require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Each of John O’Donnell, Mitchell Cariaga and Lauren Simmons is an “independent director” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

We have three standing committees: an audit committee, a nominating committee, and a compensation committee. Each such committee is composed of solely independent directors.

Audit Committee

We have established an audit committee of the board of directors. Lauren Simmons, John O’Donnell, and Mitchell Cariaga serve as members of our audit committee. Mitchell Cariaga serves as chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Lauren Simmons, John O’Donnell, and Mitchell Cariaga are independent.

Each member of the audit committee is financially literate and our board of directors has determined that Mr. Mitchell Cariaga qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

Responsibilities of the audit committee include:

●

the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

●

pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

●

reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

●

setting clear hiring policies for employees or former employees of the independent auditors;

●

setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

●

obtaining and reviewing a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within, the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

●

reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction, and;

●

reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Nominating Committee

We have established a nominating committee of the board of directors. Lauren Simmons, John O’Donnell, and Mitchell Cariaga serve as members of our nominating committee, each of whom is an independent director under Nasdaq’s listing standards. Lauren Simmons serves as chairwoman of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

During the fiscal year ended December 31, 2024 the nominating committee did not hold any meetings.

The guidelines for selecting nominees, which are specified in the nominating committee charter, generally provide those persons to be nominated:

	●	should have demonstrated notable or significant achievements in business, education or public service;

	●	should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

	●	should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee will consider a number of qualifications relating to management and leadership experience, background, and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Compensation Committee

Subject to the requirement of law or the NASDAQ market rules, we have established a compensation committee of the board of directors. Lauren Simmons, John O’Donnell, and Mitchell Cariaga. John O’Donnell serves as chairman of the compensation committee. We have adopted a compensation committee charter, which will detail the principal functions of the compensation committee, including:

●

reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation in executive session at which the Chief Executive Officer is not present;

●

reviewing and approving the compensation of all of our other executive officers;

●

reviewing our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

assisting management in complying with our proxy statement and annual report disclosure requirements;

●

approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

●

producing a report on executive compensation to be included in our annual proxy statement, and;

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee of any entity that has one or more officers serving on our board of directors.

Code of Conduct and Ethics

We have adopted a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws.

Availability of Documents

We have filed a copy of our form of Code of Ethics, our audit committee charter, our nominating committee charter and compensation committee charter as exhibits to the registration statement filed in connection with our initial public offering. You will be able to review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires that the Company’s directors and executive officers, and the beneficial owners of more than 10% of our ordinary shares publicly file reports of their ownership of our securities with the SEC. Our directors, executive officers and such beneficial owners are required to furnish the Company with copies of all such reports that they file.

Item 11. Executive Compensation

Executive Officer and Director Compensation

Commencing on the date that our securities were first listed on NASDAQ through the earlier of consummation of our initial business combination and our liquidation, no compensation will be paid to our sponsor, officers and directors, or any of their respective affiliates, prior to or in connection with the consummation of our initial business combination. Additionally, these individuals are reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

After the completion of our initial business combination, members of our management team who remain with us, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time, as it will be up to the directors of the post-combination business to determine executive and director compensation. Any compensation to be paid to our officers will be determined, or recommenced, to the board of directors for determination, either by a committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after the initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

Clawback Policy

Our board of directors has adopted a Clawback Policy (the “Clawback Policy”) designed to comply with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of Nasdaq. The Clawback Policy was filed as an exhibit to our 2023 annual report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on April 16, 2024. We believe that it is in our best interests and the best interests of our shareholders to create and maintain a culture that emphasizes integrity and accountability. Our board of directors therefore adopted the Clawback Policy, which provides for the recoupment of certain executive compensation in the event that we are required to prepare an accounting restatement of our financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws. The Clawback Policy is administered by our compensation committee. Any determinations made by our compensation committee are final and binding on all affected individuals. The Clawback Policy applies to our current and former executive officers (as determined by our compensation committee in accordance with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of Nasdaq) and such other senior executives or employees who may from time to time be deemed subject to the Clawback Policy by our compensation committee.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding the beneficial ownership of our ordinary shares as of April 29, 2025 based on information obtained from the persons named below, with respect to the beneficial ownership of shares of our ordinary shares, by:

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding shares of ordinary shares;

	●	each of our executive officers and directors that beneficially owns shares of our ordinary shares; and

	●	all our executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, rights and warrants that are currently exercisable or will become exercisable within 60 days. Except as described in the footnotes below and subject to applicable community property laws and similar laws, we believe that each person listed below has sole voting and investment power with respect to such shares.

In the table below, percentage ownership is based on 6,037,979 Ordinary Shares outstanding as of the Record Date, including 4,600,479 Class A Ordinary Shares and 1,437,500 Class B Ordinary Shares. The Company’s warrants and rights do not have voting rights in connection with the proposals. Voting power represents the combined voting power of Ordinary Shares owned beneficially by such person. On all matters to be voted upon, the holders of the Ordinary Shares vote together as a single class. The table below does not include any Ordinary Shares underlying our outstanding warrants or rights because such securities are not exercisable within 60 days of the Record Date.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership (Class A Ordinary Shares)		Amount and Nature of Beneficial Ownership (Class B Ordinary Shares)		Amount and Nature of Beneficial Ownership (Aggregated Ordinary Shares)		Approximate Percentage of Outstanding Ordinary Shares (Aggregated)
*Greater than 5% Holders⁽¹⁾*
Whale Bay International Company Limited⁽²⁾		343,125		637,500		980,625		18.30	%
Space Frontier Investment Holding Limited⁽³⁾		—		420,000		420,000		7.84	%
Karpus Investment Management⁽⁴⁾		410,703		—		410,703		7.67	%
Meteora Capital, LLC⁽⁵⁾		453,153		—		453,153		8.46	%
First Trust Merger Arbitrage Fund⁽⁶⁾		548,260		—		548,260		10.23	%
First Trust Capital Management L.P.⁽⁶⁾		570,368				570,368		10.65	%
Mizuho Financial Group, Inc.⁽⁷⁾		414,095				414,095		7.73	%
Wolverine Asset Management LLC⁽⁸⁾		313,269				313,269		5.85	%
Directors and Named Executive Officers
Fen Zhang⁽⁹⁾		—		350,000		350,000		6.53	%
John O’Donnell		—		10,000		10,000		* %
Mitchell Cariaga		—		10,000		10,000		* %
Lauren Simmons		—		10,000		10,000		* %
Lixin Zheng		—		—		—		0.00	%
All directors and executive officers as a group (five individuals)		—		380,000		380,000		7.09	%

*	less than 1%

(1)	Unless otherwise indicated, the business address of each of the individuals is the address of the Company, 101 Roswell Drive, Nepean, Ontario, K2J 0H5, Canada.

(2)

The business address of the Sponsor, Whale Bay International Company Limited is c/o Conyers Trust Company (BVI) Limited, Commerce House, Wickhams Cay 1, P.O. Box 3140, Road Town, Tortola, British Virgin Islands VG1110. Yadan Bai, the ultimate natural beneficial owner of the Sponsor, has ultimate voting and dispositive power over the shares held by such entity and therefore may be deemed to be the ultimate beneficial owner of the securities held by such entity.

(3)

The business address of Space Frontier Investment Holding Limited, an advisor firm to the Company, is c/o Intershore Consult (BVI) Limited, Intershore Chambers, Road Town, Tortola, British Virgin Islands. Yong Wang, the sole member and the director of Space Frontier Investment Holding Limited, has ultimate voting and dispositive power over the shares held by such entity and therefore may be deemed to be the ultimate beneficial owner of the securities held by such entity.

(4)

Karpus Management, Inc., d/b/a Karpus Investment Management (“Karpus.”) Karpus is a registered investment adviser under Section 203 of the Investment Advisers Act of 1940. Karpus is controlled by City of London Investment Group plc (“CLIG”), and has its principal place of business at 183 Sully’s Trail, Pittsford, New York 14534.

(5)

Meteora Capital, LLC (“Meteora Capital”) is a limited liability company with respect to its common stock held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”); and Vik Mittal serves as the Managing Member of Meteora Capital, with respect to the common stock held by the Meteora Funds. The address of the principal business office for Meteora Capital and Vit Mittal is 1200 N Federal Hwy, #200, Boca Raton FL 33432

(6)

First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P. (“FTCM”), First Trust Capital Solutions L.P. (“FTCS”) and FTCS Sub GP LLC (“Sub GP”) are each beneficial owners under First Trust Merger Arbitrage Fund. VARBX owned 548,260 Ordinary Shares of the Company, while FTCM, FTCS and Sub GP collectively owned 570,368 Ordinary Shares of the outstanding Ordinary Shares of the Company. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21^st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

(7)

Mizuho Financial Group, Inc. is a financial institution with its principal place of business at 1-5-5, Otemachi, Chiyoda-ku, Tokyo, 100-8176, Japan. Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary.

(8)

Wolverine Asset Management, LLC (“WAM”) is an investment adviser and its sole member and manager of WAM is Wolverine Holdings, L.P. (“Wolverine Holdings”). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. (“WTP”), the general partner of Wolverine Holdings. The address of the principal business office for WAM, Wolverine Holdings, WTP, Robert R. Bellick and Christopher I. Gust is 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

(9)	Fen Zhang was the initial Chief Executive Officer of Oak Woods Acquisition Corporation from its inception through February, 2023 when he was replaced by our Chief Financial Officer, Lixin Zheng.

Immediately after the IPO, our initial shareholders beneficially owned, on an as-converted basis, 20% of the then issued and outstanding Class A ordinary shares and have the right to elect all of our directors prior to our initial business combination. Holders of our public shares do not have the right to elect any directors to our board of directors prior to our initial business combination. Because of this ownership block, our sponsor may be able to effectively influence the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and articles of association and approval of significant corporate transactions, including our initial business combination.

Our initial shareholders have agreed (a) to vote any founder shares and public shares held by them in favor of any proposed business combination and (b) not to redeem any founder shares or public shares held by them in connection with a shareholder vote to approve a proposed initial business combination.

Our sponsor is deemed to be our “promoter” as such term is defined under the federal securities laws.

Equity Compensation Plans

As of December 31, 2024, we had no compensation plans (including individual compensation arrangements) under which equity securities of the registrant were authorized for issuance.

Changes in Control

Not applicable.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Transactions

On October 25, 2022, we issued an aggregate of 2,156,250 founder shares to our initial shareholders for an aggregate purchase price of $25,000 in cash, or approximately $0.012 per share. On February 10, 2023, our sponsor surrendered, and we cancelled, an aggregate of 718,750 Class B ordinary shares held by our sponsor pursuant to a share surrender agreement dated January 13, 2023. As a result, as of February 10, 2023 there were 1,437,500 founders shares issued and outstanding, resulting in an aggregate purchase price per share of approximately $0.017. The number of founder shares issued was determined based on the expectation that such founder shares would represent 20% of the outstanding ordinary shares upon completion of our IPO. The founder shares (including the Class A ordinary shares issuable upon conversion thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

Our initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees as described below) until the earlier of (i) one year after the date of the consummation of our initial business combination or (ii) the date on which the closing price of our Class A ordinary shares equals or exceeds $12.50 per Class A ordinary share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing six months after our initial business combination.

Our sponsor has purchased an aggregate of 343,125 private placement units at a price of $10.00 per unit ($3,431,250 in the aggregate) in a private placement that occurred simultaneously with the completion of our IPO. Our sponsor (and/or its designees) has agreed not to transfer, assign or sell any of the shares included in the insider units and the respective Class A ordinary shares underlying the rights and warrants included in the insider units until 30 days after the completion of our initial business combination. The private placement units are identical to the units sold in our IPO except that the private placement units, so long as they are held by our sponsor (and/or its designees), (i) will not be redeemable by us, (ii) may not (including the Class A ordinary shares issuable upon exercise of these private placement warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until the completion of our initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

We have entered into a registration rights agreement with respect to the founder shares, private units and any securities issued upon conversion of working capital loans, among others, which is described under the section of our prospectus filed with the SEC on March 24, 2023 entitled “Description of Securities — Registration Rights.”

If any of our officers or directors becomes aware of an initial business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

Commencing on the effective date of our registration statement filed with the SEC, which is March 23, 2023, we have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. However, pursuant to the terms of such agreement, we may delay payment of such monthly fee upon a determination by the audit committee that we lack sufficient funds held outside the trust to pay actual or anticipated expenses in connection with the initial Business Combination. Any such unpaid amount will accrue without interest and be due and payable no later than the date of the consummation of our initial Business Combination. For the years ended December 31, 2024, the Company accrued administrative service expenses of $120,000 and had service fee payable of $210,000 due to the sponsor.

Other than the foregoing, no compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On July 15, 2022, our sponsor has agreed to loan to us up to $500,000 to be used for a portion of the expenses of the IPO. This loan is non-interest bearing, unsecured and is due at the earlier of (1) the closing of the Proposed Public Offering or (2) the date on which the Company determines not to conduct an initial public offering of its securities. Effective on March 28, 2023, the Company and the sponsor entered into an extension agreement pursuant to which the sponsor agreed to extend the promissory note to May 31, 2023. In June 2023, we repaid promissory notes due to the sponsor.

In May 2024, we issued one non-interest bearing unsecured promissory note, in an amount of $657,700, to our Sponsor in exchange for loans to support our operations. The promissory notes are payable on the earlier of (i) September 28, 2024, or (ii) the date on which we consummate the business combination with Huajin. With the extension of the time to complete a business combination by September 28, 2025, we amended the payment term of the promissory notes, which are payable on the earlier of (i) September 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin.

In July 2024, we issued one non-interest bearing unsecured promissory note to our Sponsor in exchange for loans to support the Company’s operations. We could draw down a maximum amount of $1,000,000. As of December 31, 2024, the Company drew down $322,450 from the promissory note. The promissory notes are payable on the earlier of (i) March 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin. With the extension of the time to complete a business combination by September 28, 2025, the Company amended the payment term of the promissory notes, which are payable on the earlier of (i) September 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin.

As of December 31, 2024, the Company had promissory notes as working capital loans of $980,150 due to related parties.

In order to finance transaction costs in connection with extending time to complete a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Extension Loans”). Such Extension Loans would be evidenced by promissory notes. In June 2024, we issued one non-interest bearing unsecured promissory note, in an amount of $575,000, to our Sponsor in exchange for Sponsor depositing such amount into the Company’s Trust Account in order to extend the amount of time it has available to complete a business combination until September 28, 2024. The promissory note is payable on the earlier of (i) September 28, 2024, or (ii) the date on which Maker consummates its business combination with Huajin.

On March 20, 2025, the shareholders approved the amendment to another Articles and Memorandum of Association (“Second Amended and Restated Amended and Restated”), pursuant to which the Company has the right to extend the time to complete a business combination six (6) times for an additional one (1) month each time from March 28, 2025 to September 28, 2025 by depositing into the Trust Account $172,500 for each one-month extension.

For the period from September 28, 2024 through December 31, 2024, we issued four unsecured promissory notes, each in an amount of $172,500, to our Sponsor in exchange for Sponsor depositing such amount into the Company’s Trust Account in order to extend the amount of time it has available to complete a business combination until January 28, 2025. In addition, the promissory note of $575,000 issued in June 2024 was also extended and is payable on the earlier of (i) September 28, 2025, or (ii) the date on which Maker consummates its business combination with Huajin.

In the event that a Business Combination does not close by January 28, 2025, or up to September 28, 2025 and no amounts will thereafter be due thereon.

As of December 31, 2024, we had promissory notes as extension loans of $1,265,000.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

Certain Transactions of Huajin

In addition to the employment and other agreements set out in this Report, we have entered into the following arrangements and agreements with our directors, officers and those persons beneficially owning 10% or more of our share capital.

Loans from Director

During the fiscal year ended December 31, 2021, Xuehong Li, our director extended a loan in the amount of RMB500,000 to us, which was repaid in 2022. No further loans from director occurred in 2023 and 2024.

Staff Advance

During the ordinary courses of our business, we make advance for business expenses to the management. Such advances are interest free. During the fiscal year ended December 31, 2024, and 2023, the advance made to the management were both $0.00.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the Board of Directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our ordinary shares, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position.

Our audit committee, pursuant to its written charter, is responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. All ongoing and future transactions between us and any of our officers and directors or their respective affiliates will be on terms believed by us to be no less favorable to us than are available from unaffiliated third parties. Such transactions will require prior approval by our audit committee and a majority of our uninterested “independent” directors, or the members of our Board of Directors who do not have an interest in the transaction, in either case who had access, at our expense, to our attorneys or independent legal counsel. We will not enter into any such transaction unless our audit committee and a majority of our disinterested “independent” directors determine that the terms of such transaction are no less favorable to us than those that would be available to us with respect to such a transaction from unaffiliated third parties. Additionally, we require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize potential conflicts of interest, we have agreed not to consummate a business combination with an entity which is affiliated with any of our Initial Shareholders unless we obtain an opinion from an independent investment banking firm that the Business Combination is fair to our unaffiliated shareholders from a financial point of view. Furthermore, in no event will any of our existing officers, directors or Initial Shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination.

Item 14. Principal Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum Asia CPAs LLP (the “Marcum Asia”), for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum Asia in connection with regulatory filings. The aggregate fees charged by Marcum Asia for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-K for the respective periods and other required filings with the SEC for the year ended December 31, 2024 and for the year ended December 31, 2023 totaled $120,000 and $113,300, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum Asia for consultations concerning financial accounting and reporting standards for the year ended December 31, 2024 and for the year ended December 31, 2023.

Tax Fees. We did not pay Marcum Asia for tax planning and tax advice for the year ended December 31, 2024 and for the year ended December 31, 2023.

All Other Fees. We did not pay Marcum Asia for other services for the year ended December 31, 2024 and for the year ended December 31, 2023.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)

The following documents are filed as part of this Form 10-K:

(1)

Financial Statements:

		Page
Report of Independent Registered Public Accounting Firm (Firm ID#:5395)		F-2
Consolidated Balance Sheets as of December 31, 2024 and 2023		F-3
Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023		F-4
Consolidated Statements of Changes in Shareholders’ Deficit for the Years Ended December 31, 2024 and 2023		F-5
Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023		F-6
Notes to Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Oak Woods Acquisition Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Oak Woods Acquisition Corporation (the “Company”) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in shareholders’ deficit and cash flows for each of the years ended December 31, 2024 and 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, based on our audits, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years ended December 31, 2024 and 2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses on or before September 28, 2025 (unless further extended). There is no assurance that the Company will obtain the necessary approvals or raise the additional capital it needs to fund its business operations and complete any business combination prior to September 28, 2025 (unless further extended), if at all. The Company also has no approved plan in place to extend the business combination deadline beyond September 28, 2025, and lacks the capital resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is extended to a later date. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum Asia CPAs llp

Marcum Asia CPAs llp

We have served as the Company’s auditor since 2022.

New York, NY

May 2, 2025

Firm ID: 5395

F-2

OAK WOODS ACQUISITION CORPORATION
CONSOLIDATED BALANCE SHEETS

	December 31, 2024			December 31, 2023
Assets
Current Assets:
Cash	$	4,637		$	367,321
Other current assets		—			66,950
Total Current Assets		4,637			434,271

Investments held in the Trust Account		48,084,367			60,765,154
Cash in transit to Trust Account		345,000			—
Total Assets	$	48,434,004		$	61,199,425

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Due to a related party	$	210,000		$	90,000
Promissory notes – a related party		2,245,150			—
Accrued expenses and other payable		1,606,632			395,506
Deposit from the target company		330,969			330,969
Total Current Liabilities		4,392,751			816,475

Derivative warrant liability – private warrant		17,000			8,900
Deferred underwriting commission		2,012,500			2,012,500
Total Liabilities		6,422,251			2,837,875

COMMITMENTS AND CONTINGENCIES (Note 6)

Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 shares authorized; 4,257,354 and 5,750,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively		48,429,367			58,997,725

Shareholders’ Deficit:
Preferred shares, $0.0001 par value, 5,000,000 shares authorized, none issued and outstanding as of December 31, 2024 and 2023		—			—
Class A ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 343,125 shares issued and outstanding as of December 31, 2024 and 2023 (excluding 4,257,354 and 5,750,000 shares subject to possible redemption as of December 31, 2024 and 2023, respectively)		34			34
Class B ordinary shares, $0.0001 par value, 50,000,000 shares authorized, 1,437,500 shares issued and outstanding as of December 31, 2024 and 2023, respectively		144			144
Accumulated deficit		(6,417,792	)		(636,353	)
Total Shareholders’ Deficit		(6,417,614	)		(636,175	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	48,434,004		$	61,199,425

The accompanying notes are an integral part of these consolidated financial statements

F-3

OAK WOODS ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

	For the Year ended December 31,
	2024			2023

Formation and operating costs	$	2,746,762		$	1,029,342
Operating expenses		(2,746,762	)		(1,029,342	)

Other income:
Interest income earned from deposits in bank account		5,852			25,035
Interest income earned on investments held in Trust Account		2,940,555			2,258,904
Changes in fair value of warrant liabilities		(8,100	)		53,500
Total other income		2,938,307			2,337,439

Income tax expenses		—			—
Net income	$	191,545		$	1,308,097

Basic and diluted weighted average shares outstanding, redeemable Class A ordinary shares		5,358,486			4,379,452
Basic and diluted net income per ordinary share, redeemable Class A ordinary shares	$	0.30		$	0.69

Basic and diluted weighted average shares outstanding, non-redeemable Class A ordinary shares and Class B ordinary shares		1,780,625			1,698,839
Basic and diluted net loss per ordinary share, non-redeemable Class A ordinary shares and Class B ordinary shares	$	(0.81	)	$	(1.01	)

The accompanying notes are an integral part of these consolidated financial statements

F-4

OAK WOODS ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

					Ordinary Shares								Additional						Total
	Preferred stock				Class A				Class B				Paid-in			Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance as of December 31, 2022		—	$	—		—	$	—		1,437,500	$	144	$	24,856		$	(66,302	)	$	(41,302	)
Excess cash received from sales of private placement units over fair value of private placement warrants		—		—		343,125		34		—		—		3,368,816			—			3,368,850
Issuance of Public Warrants and Public Rights, net of offering costs of $150,780		—		—		—		—		—		—		2,146,425			—			2,146,425
Accretion of redeemable ordinary shares to redemption value		—		—		—		—		—		—		(5,540,097	)		(1,878,148	)		(7,418,245	)
Net income		—		—		—		—		—		—		—			1,308,097			1,308,097
Balance as of December 31, 2023		—	$	—		343,125	$	34		1,437,500	$	144	$	—		$	(636,353	)	$	(636,175	)
Accretion of redeemable ordinary shares to redemption value		—		—		—		—		—		—		—			(5,972,984	)		(5,972,984	)
Net income		—		—		—		—		—		—		—			191,545			191,545
Balance as of December 31, 2024		—	$	—		343,125	$	34		1,437,500	$	144	$	—		$	(6,417,792	)	$	(6,417,614	)

The accompanying notes are an integral part of these consolidated financial statements

F-5

OAK WOODS ACQUISITION CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Year ended December 31,
	2024			2023
Cash Flows from Operating Activities:
Net income	$	191,545		$	1,308,097
Adjustments to reconcile net income to net cash used in operating activities:
Interest income earned on investments held in Trust Account		(2,940,555	)		(2,258,904	)
Changes in fair value of warrant liabilities		8,100			(53,500	)
Changes in operating assets and liabilities:
Other current assets		66,950			(66,950	)
Due to a related party		120,000			90,000
Accrued expenses and other payable		1,211,126			330,486
Net cash used in operating activities		(1,342,834	)		(650,771	)

Cash Flows from Investing Activities:
Purchase of investments held in Trust Account		(920,000	)		(58,506,250	)
Redemption of investment held in Trust Account		16,541,342			—
Net cash provided by (used in) investing activities		15,621,342			(58,506,250	)

Cash Flows from Financing Activities:
Proceeds from sale of public units in Public Offering		—			57,500,000
Proceeds from sale of private placement units		—			3,431,250
Proceeds from related parties		1,900,150			85,340
Payment of redemption of public shares		(16,541,342	)		—
Repayment of promissory notes to a related party		—			(380,340	)
Payment of underwriting commission		—			(1,150,000	)
Payment of offering costs		—			(326,355	)
Deposits received from a target company for business combination		—			330,969
Net cash (used in) provided by financing activities		(14,641,192	)		59,490,864

Net change in cash		(362,684	)		333,843
Cash at beginning of year		367,321			33,478
Cash at end of year	$	4,637		$	367,321

Supplemental disclosure of non-cash financing activities:
Deferred underwriting’ commission fees payable	$	—		$	2,012,500
Accretion of carrying value to redemption value of redeemable ordinary shares	$	5,972,984		$	7,418,245
Cash in transit to Trust Account	$	345,000		$	—

The accompanying notes are an integral part of these consolidated financial statements

F-6

OAK WOODS ACQUISITION CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

Note 1 — Organization, Business Operation and Going Concern Consideration

Oak Woods Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on March 11, 2022. The Company was formed for the purpose of entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses (the “Business Combination”).

On August 10, 2023, Oak Woods Merger Sub, Inc. (“Merger Sub”) was incorporated in the Cayman Islands and is wholly owned by the Company. On August 11, 2023, the Company entered into a Merger Agreement and Plan of Reorganization (the “Merger Agreement”) with Merger Sub, Huajin (China) Holdings Limited, a Cayman Islands corporation (“Huajin”) and Xuehong Li, in his capacity as the representative of the Huajin shareholders (“Shareholders’ Representative” or otherwise hereinafter referred to as “Founder”). Pursuant to the terms of the Merger Agreement, and subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Huajin (the “Merger”), with Huajin surviving the merger in accordance with the Companies Act (As Revised) of the Cayman Islands as a wholly- owned subsidiary of the Company.

As of December 31, 2024, the Company had not commenced any operations, except as related to the prospective Merger. All other activities for the year ended December 31, 2024 were related to entering into a merger, stock exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end.

The Company’s founder and sponsor, Whale Bay International Company Limited is a British Virgin Islands (“BVI”) company (the “Sponsor”).

The registration statement for the Company’s IPO became effective on March 23, 2023. On March 28, 2023, the Company consummated the IPO of 5,750,000 units (the “Public Units’), including the full exercise of the over-allotment option of 750,000 Units granted to the underwriters. The Public Units were sold at an offering price of $10.00 per unit generating gross proceeds of $57,500,000, which is described in Note 3. Simultaneously with the IPO, the Company sold to its Sponsor 343,125 units at $10.00 per unit (the “Private Units”) in a private placement generating total gross proceeds of $3,431,250, which is described in Note 4. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Shares”), one redeemable warrant entitling its holder to purchase one Share at a price of $11.50 per Share, and one right to receive one-sixth (1/6) of one share upon the consummation of the Company’s initial business combination.

Transaction costs amounted to $3,774,095, consisted of $1,150,000 of underwriting fees, $2,012,500 of deferred underwriting fees (payable only upon completion of a Business Combination) and $611,595 of other offering costs. As of December 31, 2024, cash of $4,637 was held outside of the Trust Account (as defined below) and is available for the payment of offering costs and for working capital purposes.

Upon the closing of the IPO and the private placement on March 28, 2023, a total of $58,506,250 ($10.175 per Public Unit) was placed in a Trust Account (the “Trust Account”) maintained by Continental Stock Transfer& Trust Company as a trustee and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial Business Combination and the liquidation due to the Company’s failure to complete a Business Combination within the applicable period of time. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders. In addition, interest income earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations. With these exceptions, expenses incurred by the Company may be paid prior to a business combination only from the net proceeds of the IPO and private placement not held in the Trust Account.

F-7

Pursuant to Nasdaq listing rules, the Company’s initial Business Combination must occur with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the funds in the Trust account (excluding any deferred underwriting discounts and commissions and taxes payable on the income earned on the Trust Account), which the Company refers to as the 80% test, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may structure a Business Combination with one or more target businesses whose fair market value significantly exceeds 80% of the Trust Account balance. If the Company is no longer listed on Nasdaq, it will not be required to satisfy the 80% test. The Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide its holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $10.175 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The Public Shares subject to redemption will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks shareholder approval, a majority of the shares of ordinary share voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsor and any of the Company’s officers or directors that may hold Founder Shares (as defined in Note 5) (the “Initial Shareholders”) and the underwriters have agreed (a) to vote their Founder Shares, Private Shares (as defined in Note 4), and any Public Shares purchased during or after the IPO in favor of approving a Business Combination and (b) not to convert any shares (including the Founder Shares) in connection with a shareholder vote to approve, or sell the shares to the Company in any tender offer in connection with, a proposed Business Combination.

The Initial Shareholders have agreed (a) to waive their redemption rights with respect to the Founder Shares, Private Shares, and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose, or vote in favor of, an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

The Company had twelve months from the closing of the IPO to consummate a Business Combination (the “Initial Period”). If the Company anticipates that it may not be able to consummate its initial Business Combination within twelve months, it may, by resolution of the board if requested by the Sponsor, extend the period of time to consummate a Business Combination up to two times, each by an additional three months for a total of up to 15 months or 18 months to complete a Business Combination (each period as so extended, an “Extended Period”), subject to the Sponsor depositing additional funds into the Trust Account in the amount of $575,000 (or $0.10 per unit), on or prior to the date of the applicable deadline, for each three month extension. The Initial Period is automatically extendable to 15 months, and any Extended Period will automatically be extended to 18 or 21 months, as applicable, in the event that the Company has filed (a) a Form 8-K including a definitive merger or acquisition agreement or (b) a proxy statement, registration statement or similar filing for an initial business combination.

F-8

On August 11, 2023 the Company filed a Form 8-K announcing the Merger Agreement and preliminary proxy solicitation statements with the U.S. Securities and Exchange Commission on February 12, 2024 and March 7, 2024, thereby automatically extending the Company’s minimum time to complete a Business Combination under the terms of its Memorandum and Articles of Association until June 28, 2024. Should the Company fail to complete its business combination by June 28, 2024, its initial shareholders will be required to deposit into the Trust Account an amount of $0.10 per unit to effectuate any subsequent Extension Periods as defined in its amended and restated memorandum and articles of association. The consummation of the proposed business combination is subject to certain conditions as further described in the Merger Agreement.

As approved by the shareholders of the Company at the Extraordinary General Meeting adjourned from September 25, 2024 and held on September 26, 2024 (“September EGM”), the amendment to the Amended and Restated Articles and Memorandum of Association of the Company gives the Company the right to extend the date by which the Company has to complete a business combination from September 28, 2024 to March 28, 2025, by depositing into the Trust Account $172,500 for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times. As of the date of this report, the Company timely made six (6) deposits aggregating $1,035,000 into the Trust Account to effectuate the extension of its time to complete the Business Combination until March 28, 2025. Of the $1,035,000, $172,500 and $172,500 in trust were applied in the Company’s investment account in January 2025 March 2025 by the transfer agent, respectively. In connection with the September EGM, on September 26, 2024, 1,492,646 Class A ordinary shares were redeemed at a per share price of $11.20. On October 4, 2024, $16,514,342 was paid from the Trust Account to redeeming shareholders in connection with the extension.

As approved by the shareholders of the Company at the Extraordinary General Meeting held on March 20, 2025 (“March EGM”), the Amended and Restated Articles and Memorandum of Association gives the Company the right to extend the date by which the Company has to complete a business combination from March 28, 2025 to September 28, 2025, by depositing into the Trust Account $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times. As of April 28, 2025, the Company timely made two (2) deposits aggregating $345,000 into the Trust Account, thereby extending the time available to the Company to complete our initial business combination until May 28, 2025. In connection with the March EGM, on March 20, 2025, 679,929 Class A ordinary shares were redeemed at a per share price of $11.56. On March 26, 2025, $7,859,455 was paid from the Trust Account to redeeming shareholders in connection with the extension.

If the Company is unable to complete a Business Combination within the applicable period mentioned above (“Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then Public Shares in issue, which redemption will completely extinguish the rights of the holders of Public Shares as Members (including the right to receive further liquidation distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Members and the Directors, liquidate and dissolve, subject in each case, to its obligations under Cayman Islands law to provide for claims of creditors and the requirements of Applicable Law.

The Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares and Private Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders acquire Public Shares in or after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than $10.175.

In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (excluding the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.175 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.175 per share due to reductions in the value of the trust assets, in each case less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable), nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

F-9

Business Combination

On March 23, 2024, the Merger Agreement was amended by the First Amendment to the Merger Agreement entered into by the Company, Huajin, Merger Sub, and the Shareholders’ Representative to extend the termination date of the proposed business combination transaction from March 23, 2024 to June 28, 2024.

For the purpose of approval of the Business Combination, the Company’s Board of Directors has reviewed and evaluated the business and financial information provided by Huajin, including presentations on business operations, unaudited financial statements for various time periods, including for the years ended December 31, 2021 and 2022, projections for various time periods, including for the years ended December 31, 2023, 2024, 2025, 2026 and 2027, copies of material contracts and other relevant information. The Board of the Company also reviewed and discussed with its legal counsels Raiti, PLLC and Conyers Dill & Pearman regarding its legal due diligence on Huajin, as well as engaged Primary Capital LLC, on April 24, 2024, to deliver a fairness opinion. On June 12, 2024, Primary Capital LLC provided a written fairness opinion regarding the transaction with Huajin to the Company’s Board.

On June 26, 2024, the Merger Agreement was further amended by the First Amendment to the Merger Agreement entered into by the Company, Huajin, Merger Sub, and the Shareholders’ Representative to extend the termination date of the proposed business combination transaction from June 28, 2024 to September 28, 2024. As approved by the shareholders of the Company at the Extraordinary General Meeting adjourned from September 25, 2024 and held on September 26, 2024 (“September EGM”), the amendment to the Amended and Restated Articles and Memorandum of Association of the Company gives the Company the right to extend the date by which the Company has to complete a business combination from September 28, 2024 to March 28, 2025. As approved by the shareholders of the Company at the Extraordinary General Meeting held on March 20, 2025 (“March EGM”), the Amended and Restated Articles and Memorandum of Association gives the Company the right to extend the date by which the Company has to complete a business combination from March 28, 2025 to September 28, 2025

Contemporaneously with the execution and delivery of the First Amendment, the Company and Future Woods Investment Holding Limited, a British Virgin islands limited company (hereinafter the “Backstop Investor”) entered into an agreement to register for public resale 500,000 OAKU Class A Ordinary Shares in consideration for Backstop Investor’s agreement to purchase the equivalent of five million dollars ($5,000,000) worth of Class A Ordinary Shares of OAKU concurrent with the closing of the Merger on terms and conditions mutually agreeable to OAKU and Huajin (the “Backstop Agreement”). Specifically, the Backstop Agreement requires the Company to complete a primary placement to the Backstop Investor, to occur concurrently with the closing of the Merger, pursuant to which the Company shall sell 500,000 OAKU Class A Ordinary Shares at $10.00 per share for a total drawdown of $5,000,000 (the “Backstop Shares”). Such proceeds will (i) offset certain capital used for shareholder redemptions; (ii) fund the cash portion of the consideration to certain shareholders of Huajin and transaction expenses in connection with the Business Combination; or (iii) be used for other corporate purposes, including satisfaction of its minimum cash requirements immediately following the Business Combination. Our agreement to sell and Backstop Investors’ agreement to purchase the Backstop Shares is referred to herein as the “Backstop Commitment”) (Note 6). On December 18, 2024, the Company terminated the backstop agreement with Backstop Investor.

There is no assurance that the Company will complete its initial Business Combination.

F-10

Going Concern Consideration

As of December 31, 2024, the Company had $4,637 in cash and working capital deficit of $4,388,114. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a payment from the Sponsor of $25,000 for the Founder Shares and the loan under an unsecured promissory note from the Sponsor of $500,000 (see Note 5). Subsequent to the initial loan amount of $500,000, and through the December 31, 2024, the Sponsor has made additional loans to the Company under the promissory note. As of December 31, 2024, the balance of $2,245,150 under the promissory note remained unpaid and will be due as demanded. As of the date of these financial statements, the Sponsor has not demanded repayment.

The Company has incurred and expects to continue to incur significant formation and operating costs to remain as a publicly traded company and to incur significant transaction costs in pursuit of the consummation of a Business Combination.

Risks and Uncertainties

The military action commenced in February 2022 by the Russian Federation and Belarus in the country of Ukraine and related economic sanctions, and a series of terror attacks commenced in October 2023 by Hamas militants and members of other terrorist organizations infiltrating Israel’s southern border from the Gaza Strip and the ensuing war between the State of Israel and Harakat al-Muqawama al-Islamiya (Islamic Resistance Movement) or “Hamas,” could trigger global geopolitical, trade, political, or sanctions risks, as well as the risk of regional or international expansion of the conflict, including isolated conflicts or terrorist attacks outside of the immediate conflict area, as a result of which the Company’s ability to consummate a Business Combination, or the operations of a target business with which the Company ultimately consummates a Business Combination, may be materially and adversely affected. In addition, the Company’s ability to consummate a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by these events, including as a result of increased market volatility, or decreased market liquidity in third-party financing being unavailable on terms acceptable to the Company or at all. The impact of this action and related sanctions on the world economy and the specific impact on the Company’s financial position, results of operations and/or ability to consummate a Business Combination are not yet determinable. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

F-11

Note 2 — Significant accounting policies

Basis of Presentation

The accompanying consolidated financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2024 and 2023.

Investments Held in Trust Account

The Company’s portfolio of investments held in the Trust Account is comprised of investments in U.S. government securities, within the meaning set forth in section 2(a))(16) of the Investment Company Act, or investments in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the consolidated balance sheets at fair value at the end of each reporting period. The change in fair value of these securities is included in income from investments held in the Trust Account in the accompanying consolidated statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Offering Costs Associated with Initial Public Offering

The Company complies with the requirements of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”) 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A – “Expenses of Offerings.” Offering costs, consist of legal, accounting, underwriting fees and other costs incurred that are directly related to the Initial Public Offering, and were charged to shareholders’ equity upon the completion of the Initial Public Offering.

F-12

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of operations.

Upon completion of the assessment described above, the Company concluded that the freestanding warrants included in the Public Units should be equity-classified, and the freestanding warrants included in the Private Units should be liability-classified.

Share Rights

The Company accounts for the Public Rights and Private Rights in connection with the IPO in accordance with the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified the rights under equity treatment at their assigned values.

Ordinary Share Subject to Possible Redemption

The Company accounts for its ordinary share subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary share subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary share (including ordinary share that feature redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary share is classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, Class A ordinary shares subject to possible redemption is presented at redemption value as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

The Company has made a policy election in accordance with ASC 480-10-S99-3A and recognizes changes in initial redemption value in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) over an expected 12-month period leading up to a Business Combination. The initial redemption value refers to the changes between initial recognition value of ordinary share subject to possible redemption and initial redemption value of $10.175 per share. The changes in redemption value resulting from interest income earned on investments held in Trust Account, Extension deposits are recognized in additional paid-in capital (or accumulated deficit in the absence of additional paid-in capital) immediately as incurred.

As of December 31, 2024 and 2023, the amount of Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

Gross proceeds from the IPO	5,750,000		$	57,500,000
Less:
Gross proceeds from the IPO, allocated to public warrants	-			(1,003,390	)
Gross proceeds from the IPO, allocated to public rights	-			(1,293,815	)
Allocation of offering costs related to redeemable shares and public rights	-			(3,623,315	)
Plus
Accretion of carrying value to redemption value	-			7,418,245
Class A ordinary shares subject to possible redemption as of December 31, 2023	5,750,000			58,997,725
Plus
Accretion of carrying value to redemption value	-			5,972,984
Less:
Share redemption	(1,492,646	)		(16,541,342	)
Class A ordinary shares subject to possible redemption as of December 31, 2024	4,257,354		$	48,429,367

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

F-13

Fair Value of Financial Instruments

FASB ASC Topic 820 “Fair Value Measurement” defines fair value, the methods used to measure fair value and the expanded disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between the buyer and the seller at the measurement date. In determining fair value, the valuation techniques consistent with the market approach, income approach and cost approach shall be used to measure fair value. FASB ASC Topic 820 establishes a fair value hierarchy for inputs, which represent the assumptions used by the buyer and seller in pricing the asset or liability. These inputs are further defined as observable and unobservable inputs. Observable inputs are those that buyer and seller would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs reflect the Company’s assumptions about the inputs that the buyer and seller would use in pricing the asset or liability developed based on the best information available in the circumstances.

The fair value hierarchy is categorized into three levels based on the inputs as follows:

Level 1

Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

Level  2

Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

Level 3

Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s certain assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the consolidated balance sheet. The fair values of cash, due to a related party, promissory notes – a related party, other payables, deposit from the target company are estimated to approximate the carrying values as of December 31, 2024 and 2023 due to the short maturities of such instruments. See Note 10 for the disclosure of the Company’s assets and liabilities that were measured at fair value on a recurring basis.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company’s tax provision is zero for the years ended December 31, 2024 and 2023. The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States.

F-14

Net Income (Loss) Per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per Share. The consolidated statements of operations include a presentation of income (loss) per redeemable share and income (loss) per non-redeemable share following the two-class method of income per share. In order to determine the net income (loss) attributable to both the redeemable shares and non-redeemable shares, the Company first considered the undistributed income (loss) allocable to both the redeemable shares and non-redeemable shares and the undistributed income (loss) is calculated using the total net income (loss) less any dividends deemed paid. The Company then allocated the undistributed income (loss) ratably based on the weighted average number of shares outstanding between the redeemable and non-redeemable shares. Any remeasurement of the accretion to redemption value of the common shares subject to possible redemption was considered to be deemed dividends paid to the public shareholders. The calculation of diluted earnings (loss) per share does not consider the effect of the public warrants, private placement warrants, and rights issued in connection with the (i) IPO and (ii) the Private Placement, as their exercise is contingent upon the occurrence of future events. As of December 31, 2024 and 2023, the public warrants, private placement warrants, and rights were exercisable into an aggregate of 7,108,646 Class A ordinary shares. However, these potentially issuable shares were not included in the diluted earnings (loss) per share calculation because they were anti-dilutive for the periods presented. As a result, diluted income (loss) per share is the same as basic income (loss) per share for the periods presented.

The net income (loss) per share presented in the consolidated statements of operations is based on the following:

	For the Year ended December 31,
	2024			2023

Net income (loss)	$	191,545		$	1,308,097
Accretion of redeemable ordinary shares to redemption value		(5,972,984	)		(7,418,245	)
Net loss including accretion of redeemable ordinary shares to redemption value	$	(5,781,439	)	$	(6,110,148	)

	For the Year Ended December 31,
	2024						2023
	Redeemable Class A Shares			Non-Redeemable Class A and Class B Shares			Redeemable Class A Shares			Non-Redeemable Class A and Class B Shares
Basic and diluted net income (loss) per ordinary shares
Numerator:
Allocation of net loss	$	(4,339,443	)	$	(1,441,996	)	$	(4,402,405	)	$	(1,707,743	)
Accretion of redeemable ordinary shares to redemption value		5,972,984			—			7,418,245			—
Allocation of net income (loss)	$	1,633,541		$	(1,441,996	)	$	3,015,840		$	(1,707,743	)

Denominator:
Basic and diluted weighted average shares outstanding		5,358,486			1,780,625			4,379,452			1,698,839
Basic and diluted net income (loss) per ordinary share		0.30			(0.81	)		0.69			(1.01	)

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic ASC 280) Improvements to Reportable Segment Disclosures (“ASU 2023-07”). The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosure about significant segment expenses. The enhancements under this update require disclosure of significant segment expenses that are regularly provided to the CODM and included within each reported measure of segment profit or loss, require disclosure of other segment items by reportable segment and a description of the composition of other segment items, require annual disclosures under ASC 280 to be provided in interim periods, clarify use of more than one measure of segment profit or loss by the CODM, require that the title of the CODM be disclosed with an explanation of how the CODM uses the reported measures of segment profit or loss to make decisions, and require that entities with a single reportable segment provide all disclosures required by this update and required under ASC 280. The Company adopted ASU 2023-07 for the annual period ended December 31, 2024 (Note 9). The adoption of this standard did not have a material impact to our results of operations, cash flows or financial condition.

On December 14, 2023, the FASB issued a final standard on improvements to income tax disclosures. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions. ASU 2023-09, Improvements to Income Tax Disclosures, applies to all entities subject to income taxes. For public business entities (PBEs), the new requirements will be effective for annual periods beginning after December 15, 2024. For entities other than public business entities (non-PBEs), the requirements will be effective for annual periods beginning after December 15, 2025. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently assessing the impact, if any, that ASU 2023-09 would have on its financial position, results of operations or cash flows.

F-15

Note 3 — Initial Public Offering

On March 28, 2023, the Company sold 5,750,000 Units at a price of $10.00 per Unit (including the full exercise of the over-allotment option of 750,000 Units granted to the underwriters), generating gross proceeds of $57,500,000. Each Unit consists of one share of Class A ordinary share, one right (“Public Right”), and one redeemable warrant (“Public Warrant”). Each Public Right will convert into one-sixth (1/6) of a share of Class A ordinary share upon the consummation of an initial Business Combination. Each Public Warrant entitles the holder to purchase one share of Class A ordinary share at a price of $11.50 per share, subject to adjustment, and each six rights entitle the holder thereof to receive one Class A ordinary share at the closing of an initial Business Combination. The Company will not issue fractional shares. As a result, Public Rights may only be converted in multiples of six. The Warrants will become exercisable on the later of the 30 days after completion of the Company’s initial Business Combination or 12 months from the closing of the IPO, and will expire five years after the completion of the Company’s initial Business Combination or earlier upon redemption or liquidation.

Note 4 — Private Placement

Simultaneously with the closing of the IPO, The Sponsor purchased an aggregate of 343,125 Private Units at a price of $10.00 per Private Unit for an aggregate purchase price of $3,431,250 in a private placement. The Private Units are identical to the Public Units except with respect to certain registration rights and transfer restrictions. The Private Warrants are identical to the Public Warrants, except that the Private Warrants are entitled to registration rights, and the Private Warrants (including the Class A ordinary shares issuable upon the exercise of the Private Warrants) are not transferable, assignable or salable until after the completion of a Business Combination, except to permitted transferees. The proceeds from the Private Units were added to the proceeds from the IPO to be held in the Trust Account. If the Company does not complete a Business Combination within 12 months (or up to 21 months, as described in more detail in Note 1), the proceeds from the sale of the Private Units will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Units and all underlying securities will expire worthless.

Note 5 — Related Party Transactions

Founder shares

On October 25, 2022, the sponsor acquired 2,156,250 Class B ordinary shares for an aggregate purchase price of $25,000. On February 10, 2023, our sponsor surrendered, and we cancelled, an aggregate of 718,750 Class B ordinary shares held by our sponsor pursuant to a share surrender agreement dated January 13, 2023. The Initial Shareholders had agreed to forfeit up to 187,500 Founder Shares to the extent that the over-allotment option is not exercised in full so that the Initial Shareholders collectively own 20% of the number of Class A ordinary shares and Class B ordinary shares outstanding shares upon completion of the Public Offering (assuming the Initial Shareholders do not purchase any Public Shares in the IPO and excluding the Private Units). On March 28, 2023, the underwriters over-allotment was exercised in full upon our initial public offering and none of the founder shares were subject to forfeiture.

The Company believed that it was appropriate to reflect the surrender and cancellation of 718,750 Class B ordinary shares on a retroactive basis pursuant to ASC 260, Earnings Per Share. The Company retroactively adjusted all share and per share data for all periods presented prior to February 10, 2023. As of December 31, 2024 and 2023, the Company had 1,437,500 Class B ordinary shares issued and outstanding.

As of October 25, 2022, the sponsor assigned, for nominal consideration, 420,000 Class B shares to Space Frontier Investment Holding Limited, 350,000 shares to Fen Zhang, our former CEO and Chairman of the board of directors, and 10,000 shares to each of our independent directors including John O’Donnell, Mitchell Cariaga, and Lauren Simmons. The transfer of the founders shares from the sponsor to Space Frontier Investment Holding Limited and our directors included restrictions on the sale or transfer of those shares, as well as other rights and obligations, identical to that between us and our sponsor, except that only our sponsor is obligated to forfeit shares in the event that no over-allotment option is exercised in connection with the closing of our initial public offering.

The sponsor, as well as our advisor Space Frontier Investment Holding Limited, and our current and past directors have agreed not to transfer, assign or sell its founder shares until the earlier to occur of: (i) one year after the date of the consummation of the Company’s Initial Business Combination or (ii) the date on which the closing price of the Company’s Class A ordinary shares equals or exceeds $12.50 per Class A ordinary share (as adjusted for share subdivisions, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing six months after our initial business combination.

As of December 31, 2024 and 2023, the Company did not record share-based compensation expenses for ordinary shares assigned to initial board of directors and Space Frontier Investment Holding Limited, because the Initial Business Combination represents a liquidity event defined under ASC 718, which is not considered probable until it occurs.

Working Capital Loan

The sponsor or affiliates of the sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,151,000 of such loans may be convertible into up to an additional 115,100 Private Units at a price of $10.00 per unit (the “Working Capital Units”), and, in connection therewith, will issue and deliver up to an aggregate of 115,100 rights (the “Working Capital Rights”) and 115,100 warrants (the “Working Capital Warrants”). Working Capital Warrants are not transferrable (except to certain permitted transferees as described in the Warrant Agreement between the Company and Continental Stock Transfer & Trust Company, until after the consummation by the Company of an initial Business Combination. Working Capital Warrants are issuable in the same form as the Public Warrants, except that they shall not be redeemable by the us so long as they are held by their initial purchasers or any of permitted transferees thereof. As of December 31, 2024 and 2023, the Company had no working capital loans due to the sponsor or its affiliates.

F-16

Promissory Notes — Related Party

Promissory notes as extension Loans

In the event that a Business Combination does not close by January 28, 2025, or up to September 28, 2025 no amounts will thereafter be due thereon.

Other promissory notes

On May 1, 2024, the Company issued one non-interest bearing unsecured promissory note, in an amount of $657,700, to the Sponsor in exchange for loans to support the Company’s operations. The promissory notes are payable on the earlier of (i) September 28, 2024, or (ii) the date on which the Company consummates its business combination with Huajin. With the extension of the time to complete a business combination by September 28, 2025, the Company amended the payment term of the promissory notes, which are payable on the earlier of (i) September 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin.

On July 26, 2024, the Company issued one non-interest bearing unsecured promissory note to the Sponsor in exchange for loans to support the Company’s operations. The Company could draw down a maximum amount of $1,000,000. As of December 31, 2024, the Company drew down $322,450 from the promissory note. The promissory notes are payable on the earlier of (i) March 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin. With the extension of the time to complete a business combination by September 28, 2025, the Company amended the payment term of the promissory notes, which are payable on the earlier of (i) September 28, 2025, or (ii) the date on which the Company consummates its business combination with Huajin.

As of December 31, 2024 and 2023, the Company had promissory notes as operation loans of $980,150 and $nil, respectively, due to related parties. As of the date of these financial statements, the Sponsor has not demanded repayment.

F-17

Administrative Services Agreement

Note 6 — Commitments & Contingencies

Registration Rights

The holders of the founder shares, private placement units, Class A ordinary shares underlying the private placement warrants, and securities that may be issued upon conversion of working capital loans will have registration rights to require the Company to register a sale of any of its securities held by them pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. Notwithstanding the foregoing, the underwriters may not exercise their demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise their demand rights on more than one occasion.

Underwriting Agreement

The Company has granted EF Hutton, division of Benchmark Investments, LLC, the representative of the underwriters a 45-day option from the date of this offering to purchase up to 750,000 additional Units to cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On March 28, 2023, the underwriters fully exercised the over-allotment option to purchase 750,000 units, generating gross proceeds to the Company of $7,500,000 (see Note 3).

The underwriters were paid a cash underwriting discount of 2.0% of the gross proceeds of the IPO, or $1,150,000. In addition, the underwriters are entitled to a deferred underwriting fee of 3.5% of the gross proceeds of the IPO, or $2,012,500, which will be paid upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Financial Advisory Agreement

The Company engaged Asian Legend International Investment Holding Limited (“AsianLegend”) as the Company’s advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with press releases and public filings in connection with the Business Combination simultaneously upon the closing of IPO. Under the Merger Agreement and the agreement entered into between AsianLegend and the Company, with the consent of Huajin, the Company will pay AsianLegend a cash fee of $100,000 per month, from the month AsianLegend started consulting services to the date of Closing of the Business Combination for such services, plus Class A Ordinary Shares issued to AsianLegend upon the consummation of a Business Combination. The number of Class A Ordinary Shares to be issued to Asian Legend is calculated at 5% of the number of Class A Ordinary Shares to be issued to the Huajin shareholders upon the consummation of a Business Combination. AsianLegend started to provide consulting services in October 2023. As of December 31, 2024 and 2023, the Company had accrued consulting service expenses of $1,500,000 and $300,000, respectively.

F-18

Backstop Agreement

In connection with the Business Combination, on June 26, 2024, the Company entered into a backstop agreement with Fortune Woods Investment Holding Limited, a British Virgin Islands limited company (“Backstop Investor”) to register for public resale 500,000 OAKU Class A Ordinary Shares in consideration for Backstop Investor’s agreement to purchase the equivalent of five million dollars ($5,000,000) worth of Class A Ordinary Shares of OAKU on terms and conditions mutually agreeable to OAKU and Huajin (the “Backstop Agreement”). Specifically, the Backstop Agreement requires the Company to complete a primary placement to the Backstop Investor, to occur concurrently with the closing of the Business Combination, pursuant to which the Company shall sell 500,000 OAKU Class A Ordinary Shares at $10.00 per share for a total drawdown of $5,000,000 (the “Backstop Shares”). Such proceeds will (i) offset certain capital used for shareholder redemptions; (ii) fund the cash portion of the consideration to certain shareholders of Huajin and transaction expenses in connection with the Business Combination; or (iii) be used for other corporate purposes, including satisfaction of its minimum cash requirements immediately following the Business Combination.

On December 18, 2024, the Company terminated the backstop agreement with Backstop Investor.

Note 7 — Shareholders’ Equity

Preferred Stock — The Company is authorized to issue 5,000,000 shares of preference stock, $0.0001 par value, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2024 and December 31, 2023, there were no preferred share issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 500,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. In connection with the Extraordinary General Meeting of shareholders to vote on extending the Combination Period, on September 26, 2024, 1,492,646 Class A ordinary shares were redeemed at a per share price of $11.20. On October 4, 2024, $16,541,342 was paid from the Trust Account to redeeming shareholders in connection with the extension. As of December 31, 2024 and December 31, 2023, there were 343,125 shares of Class A ordinary shares issued or outstanding (excluding 4,257,354 and 5,750,000 shares subject to possible redemption, respectively).

Class B Ordinary Shares — The Company is authorized to issue 50,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. On October 25, 2022, the Company issued 2,156,250 shares of Class B ordinary shares. On February 10, 2023, our sponsor surrendered, and we cancelled, an aggregate of 718,750 Class B ordinary shares held by our sponsor pursuant to a share surrender agreement dated January 13, 2023. The Company believed that it was appropriate to reflect the cancellation of 718,750 Class B ordinary shares on a retroactive basis pursuant to ASC 260, Earnings Per Share. The Company has retroactively adjusted all share and per share data for all periods presented prior to February 10, 2023. As of December 31, 2024 and 2023, there were 1,437,500 shares and 1,437,500 shares of Class B ordinary shares issued and outstanding, respectively.

Rights — Except in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive one-sixth (1/6) of a share of Class A ordinary shares upon consummation of the Company’s initial Business Combination, even if the holder of such right redeemed all shares of Class A ordinary shares held by it in connection with the initial Business Combination or an amendment to the Company’s certificate of incorporation with respect to the Company’s pre-business combination activities. In the event the Company will not be the surviving company upon completion of its initial Business Combination, each holder of a right will be required to affirmatively convert its rights in order to receive the one-sixth (1/6) of a share underlying each right upon consummation of the Business Combination. No additional consideration will be required to be paid by a holder of rights in order to receive its additional shares of Class A ordinary shares upon consummation of an initial Business Combination. The shares issuable upon exchange of the rights will be freely tradable (except to the extent held by affiliates of the Company). If the Company enters into a definitive agreement for a Business Combination in which it will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the Class A ordinary share will receive in the transaction on an as-converted into Class A ordinary share basis.

The Company will not issue fractional shares in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable provisions of the Delaware General Corporation Law. As a result, a holder must hold rights in multiples of six in order to receive shares for all of its rights upon closing of a Business Combination. If the Company is unable to complete an initial Business Combination within the required time period and it liquidates the funds held in the Trust Account, holders of warrants and rights will not receive any of such funds with respect to their warrants and rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants and rights, and the warrants and rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of an initial Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the warrants and rights may expire worthless.

As of December 31, 2024, there were 5,750,000 Public Rights and 343,125 Private Rights outstanding, among which 5,750,000 Public Rights were publicly traded.

F-19

Public Warrants — Each Public Warrant entitles the registered holder to purchase one share of Class A ordinary shares at a price of $11.50 per share, subject to certain adjustments, at any time commencing on the later of (i) 12 months from the closing of the IPO, or (ii) 30 days after the completion of the Company’s Initial Business Combination. As of December 31, 2024, there were 4,600,476 Public Warrants outstanding, all of which are publicly traded.

However, no Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of Class A ordinary shares. Notwithstanding the foregoing, if a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective within 120 days from the consummation of our initial business combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Public Warrants on a cashless basis pursuant to the exemption from registration provided by Section 3(a)(9) of the Securities Act provided that such exemption is available. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Public Warrants will expire five years after the completion of the Company initial Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

In addition, if (x) the Company issues additional shares of Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of the Company’s initial Business Combination at a Newly Issued Price of less than $9.20 per share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Company’s initial shareholders or their affiliates, without taking into account any founders’ shares held by the Company’s initial shareholders or such affiliates, as applicable, prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the consummation of the Company’s initial Business Combination (net of redemptions), and (z) the Market Value is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

The Company may call the Public Warrants for redemption, in whole and not in part, at a price of $0.01 per warrant:

●

at any time while the Public Warrants are exercisable,

●

upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,

●

if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders (the “Force-Call Provision”), and

●

if, and only if, there is a current registration statement in effect with respect to the Class A ordinary shares underlying such Public Warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption, the Company’s management will have the option to require all holders that wish to exercise Public Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of shares of Class A ordinary shares underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the fair market value by (y) the fair market value. The “fair market value” for this purpose shall mean the average reported last sale price of Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants.

Except as described above, no Public Warrants will be exercisable and the Company will not be obligated to issue shares of Class A ordinary shares unless at the time a holder seeks to exercise such warrant, a prospectus relating to the shares of Class A ordinary shares issuable upon exercise of the Public Warrants is current and the shares of Class A ordinary shares have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Public Warrants. Under the terms of the Public Warrant agreement, the Company has agreed to use its best efforts to meet these conditions and to maintain a current prospectus relating to the shares of Class A ordinary shares issuable upon exercise of the Public Warrants until the expiration of the Public Warrants. However, the Company cannot assure that it will be able to do so and, if the Company does not maintain a current prospectus relating to the shares of Class A ordinary shares issuable upon exercise of the Public Warrants, holders will be unable to exercise their Public Warrants and the Company will not be required to settle any such Public Warrant exercise. If the registration statement relating to the shares of Class A ordinary shares issuable upon the exercise of the Public Warrants is not current or if the shares of Class A ordinary shares is not qualified or exempt from qualification in the jurisdictions in which the holders of the Public Warrants reside, the Company will not be required to net cash settle or cash settle the Public Warrant exercise, the Public Warrants may have no value, the market for the Public Warrants may be limited and the Public Warrants may expire worthless.

F-20

Note 8 — Derivative Warrant Liabilities

As of December 31, 2024 and 2023, the Company had 343,125 Private Warrants outstanding. The Private Warrants are recognized as warrant liabilities and subsequently remeasured at fair value.

The private warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the Initial Public Offering except that the private warrants are subject to certain transfer restrictions and registration rights. The private warrants are exercisable (even if a registration statement covering the Class A ordinary shares issuable upon exercise of such warrants is not effective) on a cashless basis, at the holder’s option, and are not redeemable by us, in each case so long as they are still held by the initial purchasers or their affiliates. The private warrants (including the Class A ordinary shares issuable upon exercise of the private warrants) will not be transferable, assignable or saleable until 30 days after the completion of our initial Business Combination except to permitted transferees.

Note 9 — Segment Reporting

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statements information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company is a blank check company formed for the purpose of effecting a Business Combination. As of December 31, 2024, the Company had not commenced any operations. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company’s chief operating decision maker has been identified as the Chief Executive Officer and Chief Financial Officer (“CODM”), who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

Within the information provided, the CODM specifically reviews financial advisory expenses, which are a significant segment expense, as this represents significant cost affecting the Company’s decision on how to allocate resources. Other operating expenses consist of financial advisory expenses and other expenses, and are reviewed in aggregate.

	For the Year Ended December 31,
	2024		2023
Financial advisory expenses included within formation and operating costs	$	1,200,000	$	300,000
Other formation and operating costs	$	1,546,762	$	729,342
Interest income earned on investments held in Trust Account	$	2,940,555	$	2,258,904

The key measures of segment profit or loss reviewed by our CODM are interest earned on the Trust Account and formation and operating costs. The CODM reviews interest earned on the Trust Account to measure and monitor stockholder value and determine the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operating costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination period. The CODM also reviews formation and operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.

F-21

Note 10 — Fair Value Measurements

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

As of December 31, 2024 and 2023, the carrying values of cash, and other payables approximated their fair values due to the short-term nature of the instruments. The Company’s portfolio of investments held in the Trust Account is comprised of investments in money market funds that invest solely in U.S. government securities. The fair value for trading securities is determined using quoted market prices in active markets.

As noted in Note 8, the Company has concluded that its Private Warrants should be presented as liabilities with subsequent fair value remeasurement. The Private Warrants are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of Private Warrants in the consolidated statements of operations.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2024 and 2023 and indicates the fair value of trading securities as follows.

	Level		December 31, 2024		December 31, 2023
Description
Assets:
Investments held in Trust Account		1	$	48,084,367	$	60,765,154

Liabilities:
Derivative Warrant Liability – Private Warrant		2	$	17,000	$	8,900

Initial Measurement

The fair value of the Private Warrants was estimated using Binomial Model on March 28, 2023.

The Private Warrants were classified within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs. The estimated fair value of the Private Warrants is determined using Level 3 inputs. Inherent in these valuations are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its ordinary shares based on historical and implied volatilities of select peer companies as well as its own that matches the expected remaining life of the warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

The key inputs into the Binomial Model for the Private Warrants were as follows at initial measurement:

	March 28, 2023
Volatility		9.30	%
Stock price	$	10.00
Expected life of the warrants to convert (in years)		5.76
Risk free rate		3.63	%
Dividend yield		0.00	%

Subsequent Measurement

The Company’s Public Warrants began trading separately on May 19, 2023. The Private Warrants were estimated using the Public Warrants’ publicly listed trading price, the value of the public and private warrants is approximately the same, as such the private warrants were reclassified to level 2. For the year ended December 31, 2024 and 2023, the Company recorded an increase in fair value of $8,100 and a decrease in fair value of $53,500, respectively, of the Private Warrants.

F-22

Note 11 — Subsequent Events

As approved by the shareholders of the Company at the Extraordinary General Meeting held on March 20, 2025 (“March EGM”), the Amended and Restated Articles and memorandum of Association gives the Company the right to extend the date by which the Company has to complete a business combination from March 28, 2025 to September 28, 2025, by depositing into the Trust Account $172,500 per for each one-month extension, on or prior to the date of the applicable deadline, for up to six (6) times. The extension pricing offered by the Company in connection with the March EGM was higher than the $0.03 per share offered in connection with the vote of our shareholders in September, 2024 to extend the date by which we were then required to complete a business combination to March 28, 2025 based on management’s decision to ensure acceptance of the terms of the March EGM extension proposal.

From January 1 through the date of this report, the Company issued four unsecured promissory notes in an amount of $172,500, to the Sponsor in exchange for Sponsor depositing such amount into the Company’s Trust Account in order to extend the amount of time it has available to complete a business combination until May 28, 2025.

On March 26, 2025, $7,859,455 was paid from the Trust Account to redeeming shareholders in connection with the redemption of 679,929 ordinary shares.

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, the Company did not identify any subsequent events, other than above, that would have required adjustment or disclosure in the consolidated financial statements.

F-23

(2)

Financial Statement Schedules:

None.

(3)

Exhibits

We hereby file as part of this Report the exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.

Item 16. Form 10-K Summary

Not applicable.

EXHIBIT INDEX

Pursuant to the rules and regulations of the SEC, the Company has filed certain agreements as exhibits to this Annual Report on Form 10-K. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (1) may have been qualified by disclosures made to such other party or parties, (2) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in the Company’s public disclosure, (3) may reflect the allocation of risk among the parties to such agreements, and (4) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe the Company’s actual state of affairs at the date hereof and should not be relied upon.

Number		Exhibit

2.1		Merger Agreement and Plan of Reorganization, dated as of August 11, 2023, by and among the Company, Huajin (China) Holdings Limited, Xuehong Li and Oak Woods Merger Sub Inc.⁽¹⁾

2.2		The First Amendment to Merger Agreement and Plan of Reorganization, dated as of March 23, 2024, solely for the purpose to extend the termination date of the proposed business combination transaction⁽²⁾

2.3		The Second Amendment to Merger Agreement and Plan of Reorganization, dated as of December 13, 2024, solely for the purpose to extend the termination date of the proposed business combination transaction⁽⁴⁾

2.4		Non-Redemption Agreement, Dated December 13, 2024⁽⁴⁾

3.1		Memorandum and Articles of Association⁽³⁾

3.2		Form of Amended and Restated Memorandum and Articles of Association⁽³⁾

3.3		Form of Second Amended and Restated Merger Agreement and Plan of Reorganization, dated December 13, 2024⁽⁴⁾

3.4		Certificate of Incorporation⁽³⁾

4.1		Specimen Unit Certificate⁽³⁾

4.2		Specimen Ordinary Share Certificate⁽³⁾

4.3		Specimen Warrant Certificate⁽³⁾

4.4		Specimen Right Certificate⁽³⁾

4.5		Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company⁽³⁾

4.6		Form of Right Agreement between Continental Stock Transfer & Trust Company and the Company⁽³⁾

4.7		Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company⁽³⁾

4.8		Form of Stock Escrow Agreement between Continental Stock Transfer & Trust Company and the Company⁽³⁾

4.9		Description of Securities⁽⁴⁾

10.1		Promissory Note, dated as of July 15, 2022 by the Company to Whale Bay International Company Limited⁽³⁾

10.2		Form of Letter Agreement from each of the Company’s sponsor, initial shareholders, officers and directors⁽³⁾

10.3		Form of Registration Rights Agreement between the Company and initial shareholders⁽³⁾

10.4		Securities Purchase Agreement dated September 26, 2022 between the Company and Whale Bay International Company Limited together with subsequent share surrender instrument***

10.5		Form of Private Placement Unit Subscription Agreement between the Company and Whale Bay International Company Limited⁽³⁾

10.6		Form of Indemnity Agreement⁽³⁾

14.1		Code of Ethics⁽³⁾

24.1		Power of Attorney of each Executive Officer and Director signing this report (included in the signature page hereto)*

31.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**

97.1		Policy Relating to Recovery of Erroneously Awarded Compensation (Clawback Policy)***

97.2		Amended Compensation Committee Charter***

99.1		Oak Woods Acquisition Corporation, Form S-4A, filed January 17, 2025

99.2		Oak Woods Acquisition Corporation, DEF14A, filed March 10, 2025

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Schema Document

101.CAL		Inline XBRL Calculation Linkbase Document

101.DEF		Inline XBRL Definition Linkbase Document

101.LAB		Inline XBRL Label Linkbase Document

101.PRE		Inline XBRL Presentation Linkbase Document

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herein
**	Filed by amendment
***	Previously filed
+	Portions of the exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

(1)	Incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K, filed August 14, 2023.

(2)	Incorporated by reference to Exhibit 2.1 of the Company’s Form 8-K, filed March 28, 2024.

(3)	Incorporated by reference to Exhibit 3.1 of the Company’s Form S-1, filed February 17, 2023.

(4)	Incorporated by reference to Annexes of the Company’s Form S-4A, filed January 17, 2025.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	OAK WOODS ACQUISITION CORPORATION

Date: May 2, 2025	/s/ Lixin Zheng
	Name:	Lixin Zheng
	Title:	Chairman, Chief Executive Officer and Chief Financial Officer
		(Principal Executive Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Name	Position	Date

/s/ Lixin Zheng	Chairman, Chief Executive Officer	May 2, 2025
Lixin Zheng	And Chief Financial Officer (Principal Executive Officer and Principal Accounting Officer)