SEC Comment Letter 0000000000-23-002199 to Oak Woods Acquisition Corp (OAKU, OAKUR, OAKUU, OAKUW) (CIK 0001945422) (OAKU)
Oak Woods Acquisition Corp (OAKU, OAKUR, OAKUU, OAKUW) (CIK 0001945422)
Date: March 6, 2023 · CIK: 0001945422 · Accession: 0000000000-23-002199
AI Filing Summary & Sentiment
File numbers found in text: 333-269862
Letter
United States securities and exchange commission logo March 3, 2023 Mitchell Cariaga Director Oak Woods Acquisition Corp. 101 Roswell Drive Nepean, ON K2J 0H5, Canada Re:Oak Woods Acquisition Corp. Registration Statement on Form S-1 Filed February 17, 2023 File No. 333-269862 Dear Mitchell Cariaga: We have reviewed your registration statement and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this comment, we may have additional comments. Form S-1 filed February 17, 2023 Capitalization, page 117 1.We note that you determined the private warrants do not meet the criteria for equity treatment outlined in ASC 815-40 and therefore must be accounted for as a liability. Please tell us how you estimated the fair value of the warrants and why no value has been ascribed to the liability in the capitalization table. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff.
FirstName LastNameMitchell Cariaga Comapany NameOak Woods Acquisition Corp. March 3, 2023 Page 2 FirstName LastName Mitchell Cariaga Oak Woods Acquisition Corp. March 3, 2023 Page 2 Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Peter McPhun at 202-551-3581 or Kristina Marrone at 202-551-3429 if you have questions regarding comments on the financial statements and related matters. Please contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Warren A. Raiti, Esq.
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United States securities and exchange commission logo
March 3, 2023
Mitchell Cariaga
Director
Oak Woods Acquisition Corp.
101 Roswell Drive
Nepean, ON
K2J 0H5, Canada
Re:Oak Woods Acquisition Corp.
Registration Statement on Form S-1
Filed February 17, 2023
File No. 333-269862
Dear Mitchell Cariaga:
We have reviewed your registration statement and have the following comment. In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to this comment, we may have additional comments.
Form S-1 filed February 17, 2023
Capitalization, page 117
1.We note that you determined the private warrants do not meet the criteria for equity
treatment outlined in ASC 815-40 and therefore must be accounted for as a liability.
Please tell us how you estimated the fair value of the warrants and why no value has been
ascribed to the liability in the capitalization table.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
FirstName LastNameMitchell Cariaga
Comapany NameOak Woods Acquisition Corp.
March 3, 2023 Page 2
FirstName LastName
Mitchell Cariaga
Oak Woods Acquisition Corp.
March 3, 2023
Page 2
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Peter McPhun at 202-551-3581 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters. Please
contact Kibum Park at 202-551-6836 or Jeffrey Gabor at 202-551-2544 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Warren A. Raiti, Esq.