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 May 21, 2026

Lixin Zheng
Chief Executive Officer
Oak Woods Acquisition Corporation
101 Roswell Drive, Nepean, Ontario
K2J 0H5, Canada

 Re: Oak Woods Acquisition Corporation
 Preliminary Proxy Statement on Schedule 14A
 Filed May 13, 2026
 File No. 001-41664
Dear Lixin Zheng:
 We have reviewed your filing and have the following comment(s).
 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.
 After reviewing your response to this letter, we may have additional
comments.

Preliminary Proxy Statement on Schedule 14A
Cover Page
1. Your cover page states that if you do not consummate a business
combination by March
 28, 2026, you will cease all operations except for the purpose of
winding up and redeem
 100% of the outstanding Public Shares with the aggregate amount then on
deposit in the
 Trust Account within ten business days. We also note statements like the
following on
 page 4: "Notwithstanding the passage of the Current Outside Date, the
Company has not
 yet effected the Liquidating Redemption and has not commenced voluntary
liquidation or
 dissolution proceedings under Cayman Islands law." As it is past the
stated termination
 deadline, please revise to update the outdated disclosure on the cover
page and elsewhere.
 We also note your statement on page 11 that you "will, on or prior to
the 24-month
 anniversary of the effective date of the registration statement relating
to [y]our IPO,
 instruct Continental, the trustee with respect to the Trust Account, to
liquidate the U.S.
 government securities or money market funds held in the Trust Account
and, thereafter, to
 hold all funds in the Trust Account in a bank deposit account until the
earlier of the
 consummation of a business combination or [y]our liquidation." Given
your IPO
 registration statement went effective March 23, 2023, please revise to
clarify where the
 Trust Account funds are currently held.
 May 21, 2026
Page 2
Questions and Answers about the Extraordinary General Meeting, page 2
2. We note your statement on page 3: "As of May 12, 2026, the Record Date,
the Company
 timely made six (6) deposits aggregating $179,811.36 into the Trust
Account, thereby
 extended the time available to the Company to have completed our initial
business
 combination until March 28, 2026." Please revise here and elsewhere as
appropriate
 to expressly state whether you have paid any extension amounts into the
Trust Account
 since March 2026.
Risk Factors
While it is unlikely that our transaction will be subject to U.S. foreign
investment regulations and
review by a U.S. government entity..., page 14
3. We note your disclosure here concerning possible review by a U.S.
government entity,
 such as the Committee on Foreign Investment in the United States (
CFIUS ), of the
 potential business combination transaction with Huajin (China) Holdings
Limited. We
 note this transaction has been terminated. Please revise to instead
disclose this risk as it
 pertains to possible future business combinations generally.
General
4. Please update your disclosure throughout the proxy. As an example, we
note the
 termination of the merger agreement with Huajin (China) Holdings Limited
and disclosure
 like the following on page 8: "Yadan Bai is also proposed to be a
director of the Company
 assuming the successful contemplated business combination with Huajin."
5. We note the form 25 filed May 15, 2026, and your statement on page 12:
"The closing
 price of one Class A Ordinary Share on March 23, 2026, the last day of
trading on the
 Nasdaq Capital Market was $12.20. We do not have information on the
price of any
 secondary market trading in our shares after this date." Please revise
to update throughout
 that your common stock has been delisted from Nasdaq and clarify if your
shares are
 currently traded on an OTC market. As an example, we note the following
statement on
 page 17: "Our Class A Ordinary Shares, units, rights and warrants are
listed on Nasdaq."
 Please also add disclosure, including risk factor disclosure, to address
the consequences of
 being delisted, including that your stock may be determined to be a
penny stock and the
 consequences of that designation, that you may no longer be attractive
as a merger partner
 because you are no longer listed on an exchange, any potential impact on
your ability to
 complete an initial business combination, any impact on the market for
your securities
 including demand and overall liquidity for your securities, and any
impact on securities
 holders due to your securities no longer being considered "covered
securities."
6. We note you have not filed your form 10-K for the fiscal year ended
December 31, 2025.
 Please revise to provide risk factor disclosure concerning your
delinquent Exchange Act
 reporting.
 May 21, 2026
Page 3

 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.
 Please contact Claudia Rios at 202-551-8770 or Margaret Sawicki at
202-551-7153 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Warren Raiti
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