TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo September 2, 2022 Jeffrey Glat Chief Financial Officer OCA Acquisition Corp. 1345 Avenue of the Americas, 33rd Floor New York, NY 10105 Re: OCA Acquisition Corp. Form 10-K for the Year Ended December 31, 2021 Filed March 31, 2022 File No. 001-39901 Dear Mr. Glat: We have reviewed your filing 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 comment 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 our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this comment, we may have additional comments. Form 10-K for the Year Ended December 31, 2021 General 1. 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, please revise your disclosure in future filings to include 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 Jeffrey Glat OCA Acquisition Corp. September 2, 2022 Page 2 company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. 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. You may contact William Demarest at 202-551-3432 or Kristi Marrone at 202-551-3429 if you have any questions. Sincerely, FirstName LastNameJeffrey Glat Division of Corporation Finance Comapany NameOCA Acquisition Corp. Office of Real Estate & Construction September 2, 2022 Page 2 cc: Jonathan H. Deblinger, Esq. FirstName LastName