TEXT-EXTRACT 2 filename2.txt United States securities and exchange commission logo October 5, 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 Jeffrey Glat: We have reviewed your September 29, 2022 response to our comment letter 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. Unless we note otherwise, our references to prior comments are to comments in our September 2, 2022 letter. Form 10-K for the Year Ended December 31, 2021 General 1. We note your response that indicates your Sponsor may have substantial ties to non-U.S. persons. Please revise your proposed risk factor disclosure in future filings to include the substance provided in your response letter, so that investors have necessary context to assess the risk you disclose. Jeffrey Glat FirstName LastNameJeffrey Glat OCA Acquisition Corp. Comapany October NameOCA Acquisition Corp. 5, 2022 October Page 2 5, 2022 Page 2 FirstName LastName You may contact William Demarest at 202-551-3432 or Kristi Marrone at 202-551-3429 if you have any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Jonathan H. Deblinger, Esq.