OCA ACQUISITION CORP.

1345 Avenue of the Americas, 33rd Floor

New York, NY 10105

November 9, 2022

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

Attention: William Demarest and Kristi Marrone

Re: OCA Acquisition Corp.

Form 10-K for the Fiscal Year Ended December 31, 2021

Filed March 28, 2022

File No. 001-39901

Dear Mr. Demarest and Ms. Marrone:

OCA Acquisition Corp. (the “Company”) hereby transmits its response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated October 26, 2022.

For the Staff’s convenience, we have repeated below the Staff’s comment in bold and have followed the comment with the Company’s response.

Form 10-K for the Fiscal Year Ended December 31, 2021

General

1. We note your proposed disclosure in response to prior comment 1. Please revise to include more of the detail provided in your September 29, 2022 response letter. Specifically, your disclosure should include the fact that two of your directors are citizens of Australia and France, respectively. Also, we note that that there are three non-US owners of OCA V. Tell us who the third is and why have they been excluded from the discussion.

The Company respectfully advises the Staff that the third non-US owner of the Company’s sponsor, OCA Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) is Jeffrey Tung (Chi Fung). Mr. Tung, a citizen of Singapore, owns approximately 1.5% of the Sponsor. His ownership has not been previously discussed because he is a private investor, unlike the other non-US, minority investors in the Sponsor, who are directors of the Company, as previously discussed.

The Company plans to add the following updated risk factor in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022:

We may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not obtained, or the review process is extended beyond the period of time that would permit an initial Business Combination to be consummated with us, we may not be able to consummate a business combination with such target. 

Among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate a business combination with potential target companies incorporated or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated. The managing member and majority owner of the voting interests of the Company’s Sponsor, Olympus Capital Asia V, L.P., is a Cayman entity. Less than 20% of the direct and indirect minority investors in the Sponsor are non-US persons; including two directors of the Company, who are citizens of Australia and France, respectively. In July 2022, Antara Capital LP, a Delaware limited partnership (“Antara”), acquired a majority economic, non-voting interest in the Sponsor. Antara was founded by Himanshu Gulati in 2018 and invests across a wide variety of financial instruments, including loans, bonds, convertible bonds, stressed/distressed credit and special situation equity investments. Antara is a Delaware limited partnership, which is 81.5% owned by U.S. persons and 18.5% owned by non-U.S. persons, all of whom are from the Cayman Islands.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that potential target.

As a result of these various restrictions, the pool of potential targets with which we could complete an initial Business Combination may be limited and we may be adversely affected in terms of competing with other SPACs that do not have similar ownership issues. Moreover, the process of government review, could be lengthy. Because we have only a limited time to complete our initial Business Combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.00 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

2. Your response letter dated September 29, 2022 states that OCA V is the majority and managing member of the Sponsor, but also that Antara acquired a majority, non-voting interest. Please clarify which entity is the majority owner of the Sponsor.

The Company respectfully advises the Staff that Olympus Capital Asia V, L.P., a Cayman entity, is the managing member and majority owner of the voting interests of the Sponsor; whereas, Antara Capital LP, a Delaware limited partnership, has a majority economic but non-voting interest in the Sponsor.

* * * 

We thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Jonathan Deblinger, Esq., of Ellenoff Grossman & Schole LLP, at jdeblinger@egsllp.com or by telephone at (646) 895-7145.

Very truly yours,
OCA Acquisition Corp.
By:	/s/ Jeffrey Glat
Name:	Jeffrey Glat
Title:	Chief Financial Officer

cc: Ellenoff Grossman & Schole LLP