UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934

Oak Woods Acquisition Corporation.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	86-2789369
(Country of Incorporation	(I.R.S. Employer
or Organization)	Identification No.)

101 Roswell Drive, Nepean, Ontario,
K2J 0H5, Canada
Telephone: (+1) 403-561-7750

(Address of Principal Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered	Name of Each Exchange on Which Each Class is to be Registered
Class A Ordinary Shares, $.0001 par value	The Nasdaq Stock Market LLC
Warrants	The Nasdaq Stock Market LLC
Rights	The Nasdaq Stock Market LLC
Units	The Nasdaq Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-269862 

Securities to be registered pursuant to Section 12(g) of the Act: None.

Item 1. Description of Registrant’s Securities to be Registered.

A description of the Class A ordinary shares, warrants, rights and units to be registered hereunder is contained in the section entitled “Description of Securities” in the Prospectus included in Oak Woods Acquisition Corporation’s (the “Registrant”) Registration Statement on Form S-1 (Registration No. 333-269862) initially filed with the Securities and Exchange Commission on August 10, 2022, as amended from time to time (the “Registration Statement”). This information is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are filed subsequently to the Registration Statement are hereby also incorporated by reference herein.

Item 2. Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on The Nasdaq Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: March 23, 2023

OAK WOODS ACQUISITION CORPORATION

By: /s/ Lixin Zheng___________________________

Name: Lixin Zheng

Title: Chief Executive Officer