Oak Woods Acquisition Corp

Oak Woods Acquisition Corp Faces Nasdaq Delisting: A Critical Update for Investors

Oak Woods Acquisition Corp (NASDAQ: OAKUU, OAKU, OAKUR, OAKUW), a Special Purpose Acquisition Company (SPAC), has received an urgent delisting notice from Nasdaq. This action triggers a delisting process with serious implications for the company and its investors, challenging Oak Woods' ability to fulfill its core mission and maintain its public listing.

What is Oak Woods Acquisition Corp (OAKU)?

Oak Woods Acquisition Corp is a SPAC, a shell company formed to raise capital through an Initial Public Offering (IPO) and acquire a private company. Its goal: take a private company public without a traditional IPO. SPACs typically have a limited timeframe (often 18-24 months from their IPO) to complete an acquisition. It holds funds raised in a trust account, designated for the merger or to be returned to shareholders if no deal materializes.

The Delisting Threat: Why Nasdaq Issued a Warning

On February 5, 2026, Nasdaq issued an official delisting notification to Oak Woods, announced publicly on February 11, 2026. The primary reasons for this action are:

1. Insufficient Public Shareholders: Nasdaq requires listed companies to maintain a minimum of 300 public shareholders. Oak Woods received an initial warning about this deficiency on August 8, 2025, and had until February 4, 2026, to regain compliance. The company failed to meet this deadline, indicating it currently has fewer than 300 public shareholders.
2. Failure to Hold an Annual Meeting: Nasdaq rules also require companies to hold an annual shareholder meeting within a specified timeframe to ensure proper corporate governance and accountability. Oak Woods failed to conduct its required annual meeting, another violation of listing standards.

These violations point to potential underlying issues with the company's governance and investor engagement.

Critical Deadlines and Next Steps

Oak Woods faces immediate deadlines to respond:

• Appeal Deadline: The company must submit a request for a hearing with the Nasdaq Hearings Panel by February 12, 2026, at 4:00 p.m. Eastern Time.
• Appeal Process: If Oak Woods files an appeal, Nasdaq will temporarily pause the delisting process while the company presents its case to the Panel. The Panel then decides whether to grant an extension or uphold the delisting.
• Suspension and Delisting: If Oak Woods does not request a hearing by the deadline, or if its appeal is unsuccessful, trading of its securities (shares, units, rights, and warrants) will be suspended at the start of business on February 17, 2026. Nasdaq will then officially remove the company from the exchange.

Oak Woods has stated it is "evaluating its available options," which typically include appealing the decision, seeking a listing on an alternative exchange (like the OTC market), or potentially accelerating a liquidation if it cannot secure a merger target.

Impact on Oak Woods' Mission and Financials

A delisting threat severely jeopardizes Oak Woods' core purpose as a SPAC:

• Merger Prospects: A Nasdaq listing attracts private companies for SPAC mergers. Losing this listing makes Oak Woods a less appealing partner, drastically reducing its ability to find and complete an acquisition within its remaining timeframe.
• Credibility and Trust: Delisting erodes investor confidence and company credibility, hindering its ability to secure financing or engage with potential merger targets.
• Trust Account Value: While SPACs hold funds in a trust, delisting could trigger more investor redemptions from those unwilling to hold shares in a delisted entity. This would reduce the cash available for a potential merger, impacting the trust value per share and the SPAC's overall appeal.

What This Means for Investors

This situation poses significant risks for current and prospective investors in Oak Woods Acquisition Corp:

• Loss of Liquidity: If delisted, Oak Woods' securities (shares, units, rights, and warrants) would likely move to the Over-the-Counter (OTC) market. The OTC market is less regulated, transparent, and liquid than Nasdaq. This means fewer buyers and sellers, wider bid-ask spreads, and much harder trading.
• Significant Value Erosion: Delisting almost always causes a substantial drop in share price due to reduced liquidity, loss of institutional interest, and higher perceived risk of OTC-traded securities. Warrants and rights, whose value depends on a successful merger and public listing, are especially vulnerable and could become worthless.
• Redemption Risk: While SPACs offer redemptions at or near the trust value per share if a deal isn't completed or approved, a delisting could complicate this process or accelerate investor redemptions, further diminishing the SPAC's capital.
• Governance Concerns: Failing to meet basic listing requirements, such as sufficient public shareholders and an annual meeting, raises questions about the company's management and governance.

Key Actions for Investors

• Monitor the Appeal Deadline: Oak Woods' decision regarding its appeal by February 12, 2026, is critical. An appeal offers a slim chance for the company to present a compliance plan, but success is not guaranteed.
• Assess Your Risk Tolerance: Understand your investment faces high risk of illiquidity and significant value loss.
• Consider Your Options: Evaluate if holding shares in a potentially delisted, OTC-traded entity aligns with your investment strategy. Consult a financial advisor to understand the full implications for your portfolio.

This is a rapidly developing situation; investors should stay informed of all announcements from Oak Woods Acquisition Corp.