SEC Comment Letter 0000000000-23-002726 to Oak Woods Acquisition Corp (OAKU, OAKUR, OAKUU, OAKUW) (CIK 0001945422) (OAKU)
Oak Woods Acquisition Corp (OAKU, OAKUR, OAKUU, OAKUW) (CIK 0001945422)
Date: March 17, 2023 · CIK: 0001945422 · Accession: 0000000000-23-002726
AI Filing Summary & Sentiment
File numbers found in text: 333-269862
Letter
United States securities and exchange commission logo March 17, 2023 Mitchell Cariaga Director Oak Woods Acquisition Corp. 101 Roswell Drive Nepean, ON K2J 0H5, Canada Re:Oak Woods Acquisition Corp. Amendment No. 1 to Registration Statement on Form S-1 Filed March 10, 2023 File No. 333-269862 Dear Mitchell Cariaga: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our February 17, 2023 letter. Amendment No. 1 to Form S-1 filed March 10, 2023 Capitalization, page 117 1.We note your response to comment 1. Since the private warrants will require liability treatment under ASC 815-40, the "as adjusted" column of your capitalization table must reflect the estimated fair value of this liability in order to present an accurate depiction of your capitalization after giving effect to the sale of units and private securities. Please revise.
FirstName LastNameMitchell Cariaga Comapany NameOak Woods Acquisition Corp. March 17, 2023 Page 2 FirstName LastName Mitchell Cariaga Oak Woods Acquisition Corp. March 17, 2023 Page 2 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 17, 2023
Mitchell Cariaga
Director
Oak Woods Acquisition Corp.
101 Roswell Drive
Nepean, ON
K2J 0H5, Canada
Re:Oak Woods Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed March 10, 2023
File No. 333-269862
Dear Mitchell Cariaga:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our February 17, 2023 letter.
Amendment No. 1 to Form S-1 filed March 10, 2023
Capitalization, page 117
1.We note your response to comment 1. Since the private warrants will require liability
treatment under ASC 815-40, the "as adjusted" column of your capitalization table must
reflect the estimated fair value of this liability in order to present an accurate depiction of
your capitalization after giving effect to the sale of units and private securities. Please
revise.
FirstName LastNameMitchell Cariaga
Comapany NameOak Woods Acquisition Corp.
March 17, 2023 Page 2
FirstName LastName
Mitchell Cariaga
Oak Woods Acquisition Corp.
March 17, 2023
Page 2
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.