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 June 16, 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 completed our review of your filing. 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.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and Services
cc: Warren Raiti
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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 deadline, please revise to update the outdated disclosure on the cover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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Oak Woods Acquisition
Corporation

101 Roswell Drive, Nepean,
Ontario,

K2J 0H5, Canada

March 22, 2023

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

 Attn: Peter McPhun

Kristina Marrone

Kibum Park

Jeffrey Gabor

 Re: Oak Woods Acquisition Corporation

Registration Statement on Form S-1/A-2

File No. 333-269862

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. McPhun:

Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Oak Woods Acquisition
Corporation (the “Registrant”) hereby requests acceleration of the effective date of its Registration Statement on
Form S-1 (File No. 333-269862), as amended (the “Registration Statement”), so that it may become effective at 5:30 p.m.
Eastern Daylight Time on March 23, 2023, or as soon as practicable thereafter. By separate letter, the representatives of the underwriters
of the issuance of the securities being registered join this request for acceleration.

The Registrant hereby
authorizes Warren Raiti of RAITI, PLLC, to orally modify or withdraw this request for acceleration.

The Registrant hereby
acknowledges that:

(i) should the Securities
and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii) the action
of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve
the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

(iii) the Registrant
may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement as a defense
in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We request that we be
notified of such effectiveness by a telephone call to Mr. Raiti at (212) 590-2328. We also respectfully request that a copy
of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to RAITI, PLLC,
attention: Warren Raiti, via e-mail at wraiti@raitipllc.com.

Best Regards,

    OAK WOODS ACQUISITION CORPORATION

    /s/ Lixin Zheng

    Chief Executive Officer

 cc: Warren A. Raiti, RAITI, PLLC

Ms. Doris Liu, RAITI,
PLLC

CORRESP
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 EF Hutton, division of Benchmark Investments,
LLC

590 Madison Avenue, 39th Floor

New York, New York 10022

March 22, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:
    Oak Woods Acquisition Corporation

    Registration Statement on Form S-1/A-2

    File No. 333-269862

    REQUEST FOR ACCELERATION OF EFFECTIVENESS

VIA EDGAR

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations
of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division
of Benchmark Investments, LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:30 p.m., Eastern Time, on Thursday, March 23, 2023, or as soon as thereafter
practicable.

Pursuant to Rule 460 of the General Rules and Regulations
under the Act, the undersigned advises that in excess of 300 copies of the Preliminary Prospectus dated March 20, 2023, have been, or
will be, distributed to prospective dealers, institutional investors, retail investors and others.

The undersigned confirms that it has complied with
and will continue to comply with, and it has been informed or will be informed by participating dealers that they have complied with or
will comply with, Rule 15c2-8 promulgated under the Securities and Exchange Act of 1934, as amended, in connection with the above referenced
issue.

    EF Hutton, division of Benchmark Investments, LLC

    By:
    /s/ Sam Fleischman

    Name:
     Sam Fleischman

    Title:
    Supervisory Principal

CORRESP
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March 20, 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.

    Amendment No. 1 to Registration Statement on Form S-1 Submitted March 10, 2023

    File No. 333-269862

    Amended Filing in Response to Staff Comment Letter Dated March 17, 2023

Dear Staff,

Thank you for your comments on the referenced Amendment
No. 1 to Registration Statement on Form S-1 filed on March 10, 2023 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 amendment No. 2 to Registration Statement on Form S-1/A (“Form S-1/A”) 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/A. Unless otherwise noted in this letter, the Company has supplied the information provided in
response to each comment:

Summary

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.

In response to Staff’s comment, the Company has revised
the “as adjusted” column of capitalization table to reflect the estimated fair value of this liability on page 117 Capitalization
section and on page 115-116 Dilution section of the Form S-1/A.

Please direct any comments or questions regarding
this filing to the Company’s counsel, RAITI, PLLC, Attn: Warren A. Raiti: (212) 560-2328; wraiti@raitipllc.com.

    Very truly yours,

    /s/ Warren A. Raiti

    Warren A. Raiti

    Managing Attorney

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.

CORRESP
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March 10, 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 February 17, 2023

    CIK No. 0001945422

    Amended Filing in Response to Staff Comment Letter Dated March 3, 2023

Dear Staff,

Thank you for your comments on the referenced Draft
Registration Statement filed on February 17, 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 amended Draft Registration Statement on Form S-1/A (“Form S-1/A”) 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/A. Unless otherwise noted in this letter, the Company has supplied the information provided in
response to each comment:

Summary

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.

In response to Staff’s comment,
the Company will involve a professional valuation firm to assist it in estimation of the fair value of the warrants when it files the
audited balance sheet, enclosed in a Form 8-K, upon successful consummation of initial public offering . The estimation will use
binomial tree methodology. Currently as the Company cannot reliably estimate the fair value of private warrant, we did not ascribed the
value to the liability.

Please direct any comments or questions regarding
this filing to the Company’s counsel, RAITI, PLLC, Attn: Warren A. Raiti: (212) 560-2328; wraiti@raitipllc.com.

    Very truly yours,

    /s/ Warren A. Raiti

    Warren A. Raiti

    Managing Attorney

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.

CORRESP
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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

United States securities and exchange commission logo
November 28, 2022
Mitchell Cariaga
Director
Oak Woods Acquisition Corp.
101 Roswell Drive
Nepean, ON
K2J 0H5, Canada
Re:Oak Woods Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted November 1, 2022
CIK No. 0001945422
Dear Mitchell Cariaga:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted November 1, 2022
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.

 FirstName LastNameMitchell Cariaga
 Comapany NameOak Woods Acquisition Corp.
 November 28, 2022 Page 2
 FirstName LastNameMitchell Cariaga
Oak Woods Acquisition Corp.
November 28, 2022
Page 2
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.
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.
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.
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.
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

 FirstName LastNameMitchell Cariaga
 Comapany NameOak Woods Acquisition Corp.
 November 28, 2022 Page 3
 FirstName LastName
Mitchell Cariaga
Oak Woods Acquisition Corp.
November 28, 2022
Page 3
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.
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.
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.
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.
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.
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.
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 balance sheet.

 FirstName LastNameMitchell Cariaga
 Comapany NameOak Woods Acquisition Corp.
 November 28, 2022 Page 4
 FirstName LastName
Mitchell Cariaga
Oak Woods Acquisition Corp.
November 28, 2022
Page 4
General
13.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
            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.