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February 17, 2023

BY EDGAR FILING

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

100 F Street, NE, Washington, D.C. 20549

RE: Oak Woods Acquisition Corp.

Draft Registration Statement on Form
S-1 Submitted November 1, 2022

CIK No. 0001945422

Amended Filing in Response to
Staff Comment Letter Dated November 28, 2022

Dear Staff,

Thank you for your comments on the referenced
Draft Registration Statement filed on November 1, 2022 by Oak Woods Acquisition Corporation (the “Company”)
with the Securities and Exchange Commission (the “Commission”). On behalf of the Company, we hereby transmit,
via EDGAR, an updated Registration Statement on Form S-1 (“Form S-1”) for filing with the Commission,
which has been revised to reflect the Staff’s comments.

The Staff’s comments, reproduced in bold
text below, are followed by responses on behalf of the Company. The responses to the Staff’s comments are provided in the order
in which the comments were set out in your letter and are numbered correspondingly. Page references below in the Company’s responses
are to the page numbers in the Form S-1. Unless otherwise noted in this letter, the Company has supplied the information provided in
response to each comment:

Summary

Our Sponsor and Management, page 2

 1. Your disclosure on page 3 that your “Board members will
                                            be considering a business combination target which could have operations anywhere in the
                                            world, excluding China” appears to be inconsistent with your disclosure on the cover
                                            page and throughout that your “initial business combination target company may include
                                            a company located in the People’s Republic of China, or PRC.” Please revise for
                                            clarity and consistency.

In response to the Staff’s comment, the Company has made the
revisions in the disclosure relates to the sponsor and management on Page 3 of the updated Registration Statement, deleting the “…excluding
China”, to keep the consistency with other disclosures.

Transfers of Cash to and from our Potential VIE (Post Business
Combination), page 13

 2. We note that your statement here, “[i]f we enter into
                                            a business combination with a target business operating in China under a VIE structure, we
                                            do intend to distribute earnings or settle amounts owed under such VIE agreements to the
                                            PRC Target Company’s subsidiaries” is inconsistent with your statement on page
                                            82 where you stated that you “do not intend to distribute earnings or settle amounts
                                            owed under such VIE agreements to the PRC Target Company’s subsidiaries.” Please
                                            reconcile this discrepancy.

In response to the Staff’s comment, the Company has made the
revisions in the disclosure on Page 15 of the updated Registration Statement, clarifying that the Company does “not intend to distribute
earnings or settle amounts owed under such VIE agreements”, to keep the consistency with other disclosures.

The Offering

Private placement units and underlying securities, page 24

 3. Please revise your disclosure to clarify whether the holders
                                            of the placement units and the underlying securities will be entitled to registration rights.

In response to the Staff’s comment, the Company has made the
revisions as requested in the disclosure on Page 25 of the updated Registration Statement, clarifying that the private placement units
and the underlying securities will be entitled to registration rights.

Risk Factors

If we seek shareholder approval of our initial business combination,
our sponsor, directors, officers, advisors..., page 48

 4. We note that your sponsor, officers, directors and affiliates
                                            may purchase shares from public holders for the purpose of voting those shares in favor of
                                            a proposed business combination, thereby increasing the likelihood of the completion of the
                                            combination. Please explain how such purchases would comply with the requirements of Rule
                                            14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure
                                            Interpretation 166.01 for guidance.

The Company acknowledges the Staff’s comment and respectfully
advises the Staff that no “covered person” within the meaning of Rule 14e-5(c)(3)(iv) will engage in any unlawful activity
as defined in Rule 14e-5(a).  The Company has revised the disclosure as requested in the Summary section on page 29, and in the risk
factor titled “If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, advisors
and their affiliates may elect to purchase public shares or public warrants from public shareholders, which may influence a vote on a
proposed initial business combination and reduce the public “float” of our Class A ordinary shares” on pages 49
- 51 of the updated Registration Statement.

We may issue our public shares to investors in connection with
our initial business combination..., page 95

 5. We note your disclosure that potential PIPE transactions are
                                            meant to enable you to provide sufficient liquidity to the post-business combination entity.
                                            Clearly disclose their impact to you and investors, including that the arrangements result
                                            in costs particular to the de-SPAC process that would not be anticipated in a traditional
                                            IPO. If true, disclose that the agreements are intended to ensure a return on investment
                                            to the investor in return for funds facilitating the sponsor’s completion of the business
                                            combination or providing sufficient liquidity.

In response to the Staff’s comment, the Company has made the
revisions as requested in the disclosure on Page 97 of the updated Registration Statement, clarifying the effect on investors of future
private placements of the Company’s ordinary shares and is provided in original and revised text for ease of reference here below:

    2

In connection with our initial business combination, we may issue ordinary
shares or other securities to investors in private placement transactions (so-called PIPE transactions) at a price of
$10.00 per share or which approximates the per-share amounts in our trust account at such time, which is generally approximately
$10.00. The purpose of such issuances will be to enable us to provide sufficient liquidity to the post-business combination entity. The
price of the ordinary shares we issue may therefore be less, and potentially significantly less, than the market price for our public
shares at such time, resulting in dilution or potentially significant dilution to current shareholders. Should we choose to issue ordinary
shares in a private placement transaction in conjunction with our initial business combination we may incur additional costs in connection
with the private placement, including but not limited to, legal, due diligence, and financing costs that would not otherwise exist. We
may undertake a PIPE transaction to in efforts to obtain financing faster than may otherwise be possible through a public offering, and
at a lower cost than may be otherwise available in the market. Moreover, our ability to privately place our securities with investors
may be conditioned on offering terms that are not identical to those contained in this offering. For example, in order to close a private
placement and obain the benefit of such financing, we may agree to certain anti-dilution protections to protect against future issuances,
stock splits, and reclassifications to future private investors. Prospective private investors may also require preemptive rights to participate
in future issuances of securities to maintain their relative ownership interests.

Depending on the amount and character of securities issued
in a future private placement, Nasdaq may determine that we have undergone a change of control or require us to obtain shareholder approval
prior to certain issuances of common stock or securities convertible into common stock. Should we be required under Nasdaq rules to obtain
shareholder approval prior to completing a private placement, obtaining such approval would likely delay our ability to raise capital
in a private placement and increase the cost to investors of completing the transaction.

Enforceability of Civil Liabilities, page 104

 6. Please
                                            expand your disclosure in this section to identify each officer and/or director located in
                                            China or Hong Kong and disclose that it will be more difficult to enforce liabilities and
                                            enforce judgments on those individuals. For example, revise to discuss more specifically
                                            the limitations on investors being able to effect service of process and enforce civil liabilities
                                            in China, lack of reciprocity and treaties, and cost and time constraints. Also, please disclose
                                            these risks in a separate risk factor from the risk factor “Because we are incorporated
                                            under the laws of the Cayman Islands...” on page 101.

In response to the Staff’s comment, the Company has
expanded the disclosure as requested in the “Enforceability of Civil Liabilities” section on Page 109 of the updated Registration
Statement.

Further, in accordance with the Staff’s comment, the Company
has added a separate risk factor titled “Because some of our directors and executive officers (or candidates) reside outside
of the United States, you may face difficulties in protecting your interests, and your ability to protect your rights through U.S. courts
may be limited.” on page 105 of the updated Registration Statement.

    3

Use of Proceeds, page 106

 7. Regarding your statement that you “will not be permitted
                                            to withdraw any of the principal or interest held in the trust account except for the withdrawal
                                            of interest to pay taxes, if any, and up to $50,000 of interest to pay liquidation expenses
                                            and which interest shall be net of taxes payable,” please disclose whether there are
                                            any taxes that will not be paid from the principal or interest held in the trust account.
                                            Specifically, please disclose whether the principal or interest held in the trust account
                                            will be used to pay for the potential excise tax imposed by the Inflation Reduction Act.

In response to the Staff’s comment, the Company has made revisions
as requested in the “Use of Proceeds” section on Page 111 of the updated Registration Statement, disclosing that the Company
is not permitted to use the proceeds placed in the trust account and the interest earned thereon to pay any excise taxes or any other
fees or taxes, other than franchise and income taxes, that may be imposed on the Company pursuant to any current, pending or future rules
or laws, including without limitation any excise tax imposed under the Inflation Reduction Act on any redemptions or stock buybacks by
the Company.

In addition, the Company has added a separate risk factor titled “The
Excise Tax included in the Inflation Reduction Act may decrease the value of our securities following our initial business combination,
hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection
with a liquidation.” on Page 107 of the updated Registration Statement, disclosing the Excise Tax under the Inflation Reduction
Act will apply to any redemptions of the Company’s Class A ordinary shares after December 31, 2022, including redemptions in connection
with an initial business combination and any amendment to the Company’s certificate of incorporation to extend the time to consummate
an initial business combination, unless an exemption is available.

Dilution, page 111

 8. Please
                                            revise your dilution disclosure to correct inconsistencies between the narrative description
                                            and the table,  as
                                            well as calculations within the tables on pages 111 and 112.

In response to the Staff’s comment, the Company has made revisions
in the “Dilution” section on Page 115 and 116 of the updated Registration Statement to correct the inconsistencies.

Comparison of redemption or purchase prices in connection with
our initial business combination . . ., page 137

 9. Regarding the impact to remaining shareholders, please disclose
                                            any expenses, in addition to the taxes payable, that remaining shareholders will bear.

In response to the Staff’s comment, the Company has
made revisions as requested in the “Impact on the remaining shareholders” section on Page 141 of the updated Registration
Statement, adding the “the deferred underwriting commissions”.

Comparison of This Offering to Those of Blank Check Companies
Subject to Rule 419, page 138

 10. We note your statement that the warrants cannot be exercised
                                            until the later of the completion of a business combination and 12 months from the closing
                                            of this offering. However, this statement seems to conflict with your previous statements
                                            on page 20 and elsewhere where you state that the warrants will become exercisable on the
                                            later of: (i) 12 months from the closing of this offering; (ii) 30 days after the completion
                                            of our initial business combination. Please advise or reconcile the discrepancy.

In response to the Staff’s comment, the Company has made revisions
in the “Exercise of the warrants” section on Page 143 of the updated Registration Statement to correct the inconsistency.

    4

Principal Shareholders, page 155

 11. We note that footnote 2 excludes private units and footnote
                                            4 includes private units. However, we note that the number of ordinary shares owned by the
                                            sponsor, directors, and officers did not increase in footnote 4 when compared to footnote
                                            2. Please advise or revise.

The Company acknowledges the Staff’s comment and respectfully
refers Staff to the updated principal shareholders table located on page 159 of the updated Registration Statement.

Index to financial statements

Statement of changes in shareholder's deficit, page F-5

 12. Please revise total shareholder’s deficit to agree to
                                            the corresponding amount on the bal