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                            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.
 Mitchell Cariaga
FirstName
Oak WoodsLastNameMitchell
            Acquisition Corp. Cariaga
Comapany 28,
November   NameOak
              2022 Woods Acquisition Corp.
November
Page 2    28, 2022 Page 2
FirstName LastName
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
 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
FirstNameof   changes in shareholder's
            LastNameMitchell   Cariagadeficit, page F-5
Comapany
12.       NameOak
     Please          Woods
            revise total     Acquisition
                         shareholder's    Corp.
                                       deficit to agree to the corresponding
amount on
     the balance sheet.
November 28, 2022 Page 3
FirstName LastName
 Mitchell Cariaga
FirstName
Oak WoodsLastNameMitchell
            Acquisition Corp. Cariaga
Comapany 28,
November   NameOak
              2022 Woods Acquisition Corp.
November
Page 4    28, 2022 Page 4
FirstName LastName
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.