Oak Woods Acquisition Corp-A 2026年季度报告

FORM 10-Q Commission File No. 001-41664 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch 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 besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐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 periodfor 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes☒No As of January 8, 2026, 1,302,981 public Class A ordinary shares, par value $0.0001 per share, Class A 343,125 PrivatePlacement Shares and 1,437,500 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively. OAK WOODS ACQUISITION CORPORATION Quarterly Report on Form 10-Q TABLE OF CONTENTS PART I – FINANCIAL INFORMATIONItem 1.Financial StatementsUnaudited Condensed Consolidated Balance Sheets as of June 30, 2025 and December 31, 20241Unaudited Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2025and 20242Unaudited Condensed Consolidated Statements of Changes in Shareholders’ Deficit for the Three and SixMonths Ended June 30, 2025 and 20243Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2025 and 20245Notes to Unaudited Condensed Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations26Item 3.Quantitative and Qualitative Disclosures about Market Risk34Item 4.Control and Procedures34PART II – OTHER INFORMATION35Item 1.Legal Proceedings35Item 1A.Risk Factors35Item 2.Unregistered Sales of Equity Securities and Use of Proceeds35Item 3.Defaults Upon Senior Securities35Item 4.Mine Safety Disclosures35Item 5.Other Information35Item 6.Exhibits36SIGNATURES37 OAK WOODS ACQUISITION CORPORATIONUNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS Current liabilities:Due to a related party$270,000$210,000Promissory notes – a related party3,591,9002,245,150Accrued expenses and other payable2,362,0651,606,632Deposit from the target company330,969330,969Total Current Liabilities6,554,9344,392,751 Derivative warrant liability – private warrant10,30017,000Deferred underwriting commission2,012,5002,012,500Total Liabilities8,577,7346,422,251 Class A ordinary shares subject to possible redemption, $0.0001 par value; 500,000,000 sharesauthorized; 3,577,425 and 4,257,354 shares issued and outstanding as of June 30, 2025 andDecember 31, 2024, respectively42,361,04748,429,367 The accompanying notes are an integral part of these unaudited condensed consolidated financial statements OAK WOODS ACQUISITION CORPORATIONUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS OAK WOODS ACQUISITION CORPORATIONUNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS OAK WOODS ACQUISITION CORPORATIONNOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTSFOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024 Note1—Organization, Business Operation and Going Concern Consideration Oak Woods Acquisition Corporation (the “Company”) is a blank check company incorporated as a Cayman Islands exemptedcompany on March11, 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 “BusinessCombination”). On August 10, 2023, Oak Woods Merger Sub, Inc. (“Merger Sub”) was incorporated in the Cayman Islands and is wholly owned bythe Company. On August 11, 2023, the Company entered into a Merger Agreement and Plan of Reorganization (the “MergerAgreement”) with Merger Sub, Huajin (China) Holdings Limited, a Cayman Islands corporation (“Huajin”) and Xuehong Li, in hiscapacity as the representative of the Huajin shareholders (“Shareholders’ Representative” or otherwise hereinafter referred to as“Founder”). Pursuant to the te