Oak Woods (NASDAQ: OAKU) withdraws S-4, halting Huajin merger and seeking fee credit

Rhea-AI Filing Summary

Oak Woods Acquisition Corporation requests withdrawal of its Registration Statement on Form S-4 (File No. 333-280240), stating it will not proceed with the proposed business combination with Huajin (China) Holdings Limited. The company says the Registration Statement, filed June 14, 2024, was not declared effective and that no securities were sold or proxy/prospectus distributed. The company asked the Commission to credit filing fees under Rule 457(p) for future filings and requested the Staff's confirmation of withdrawal.

Insights

Corporate Transactions Attorney

Withdrawal halts the S-4 process for the Huajin merger; fees requested to be credited.

The letter formally withdraws a pending Form S-4 tied to a proposed business combination with Huajin (China) Holdings Limited and confirms the registration was never declared effective and no securities were issued. The company invokes Rule 457(p) to seek credit for filing fees toward future registrations.

Key dependencies include the Staff's confirmation of withdrawal and any future decision by the company to refile or pursue alternate transaction structures; timing and next steps are not stated.

Key Figures

Registration statement file number: File No. 333-280240 Registration statement filed date: June 14, 2024 Withdrawal request date: April 21, 2026 +2 more

5 metrics

Registration statement file number File No. 333-280240 Form S-4 related to proposed business combination

Registration statement filed date June 14, 2024 Original filing date of the Form S-4

Withdrawal request date April 21, 2026 Date of the letter requesting withdrawal

Securities issued status 0 securities No securities sold or issued pursuant to the Registration Statement

Proxy/prospectus distribution 0 distributions No proxy statement/prospectus contained in the Registration Statement was distributed

Key Terms

Form S-4, Rule 457(p), Registration Statement

3 terms

Form S-4 regulatory

"Registration Statement on Form S-4 originally filed June 14, 2024"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

Rule 457(p) regulatory

"requests, in accordance with Rule 457(p) under the Securities Act"

Registration Statement regulatory

"withdrawal of the Company’s Registration Statement on Form S-4"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

OAK WOODS ACQUISITION CORPORATION

101 Roswell Drive

Nepean, Ontario K2J 0H5, Canada

April 21, 2026

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: Oak Woods Acquisition Corporation — Application for Withdrawal of Registration Statement on Form S-4 (File No. 333-280240)

Ladies and Gentlemen:

Pursuant to Rule 477 under the Securities Act of 1933, as amended (the “Securities Act”), Oak Woods Acquisition Corporation, a Cayman Islands exempted company (the “Company”), hereby respectfully requests that the U.S. Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or as soon as practicable thereafter, of the Company’s Registration Statement on Form S-4 originally filed with the Commission on June 14, 2024 (the “Registration Statement”), together with all exhibits and amendments thereto.

The Registration Statement relates to the proposed business combination between the Company and Huajin (China) Holdings Limited. The Company has determined, after careful consideration, that it is no longer in the best interests of the Company and its shareholders to proceed with the proposed business combination and related transactions contemplated by the Registration Statement at this time.

Accordingly, the Company has determined not to pursue the transactions described in the Registration Statement and requests the withdrawal of the Registration Statement in its entirety.

The Registration Statement has not been declared effective by the Commission, and no securities have been sold or issued pursuant thereto. No proxy statement/prospectus contained in the Registration Statement has been distributed.

The Company respectfully submits that the withdrawal of the Registration Statement is consistent with the public interest and the protection of investors.

The Company further requests, in accordance with Rule 457(p) under the Securities Act, that all fees paid to the Commission in connection with the filing of the Registration Statement be credited to the Company for future use and offset against filing fees payable in connection with any future registration statement or other filing submitted by the Company.

The Company respectfully requests the Staff's confirmation of the withdrawal of the Registration Statement at its earliest convenience.

Very truly yours,

OAK WOODS ACQUISITION CORPORATION

By:	/s/ Lixin Zheng
Name:	Lixin Zheng
Title:	Chief Executive Officer

cc:	RAITI, PLLC
	Warren A. Raiti, Esq.
	Managing Attorney
	1345 Avenue of the Americas
	New York, New York 10105
	T: 212-590-2328
	E: wraiti@raitipllc.com

FAQ

What did OAKU request in its April 21, 2026 letter to the SEC?

OAKU requested withdrawal of its Form S-4 (File No. 333-280240). The company asked that fees paid be credited under Rule 457(p) for use against future filings and requested Staff confirmation of the withdrawal.

Was the Form S-4 for the Huajin business combination ever declared effective?

No, the Registration Statement was not declared effective. The letter states the Form S-4 filed on June 14, 2024 was never declared effective and no related securities were sold or issued.

Did Oak Woods issue any securities or distribute a proxy under the Registration Statement?

No securities were sold or issued, and no proxy/prospectus was distributed. The company explicitly states that none of the registration-related securities or proxy materials were distributed.

What is Rule 457(p) and how did OAKU use it?

Rule 457(p) permits crediting filing fees for future use. OAKU requested that fees paid for the withdrawn registration be credited to offset future SEC filing fees for subsequent registration statements or other filings.

Which parties were named in the withdrawal letter?

The letter was signed by CEO Lixin Zheng and cc'd counsel Warren A. Raiti, Esq. It references the intended merger counterparty Huajin (China) Holdings Limited and provides contact details for counsel.