November 5, 2024

Jonathan Lin
Chief Executive Officer
Oxley Bridge Acquisition Limited
Unit 1009
3 Garden Road
Hong Kong

       Re: Oxley Bridge Acquisition Limited
           Draft Registration Statement on Form S-1
           Submitted October 9, 2024
           CIK No. 0002034313
Dear Jonathan Lin:

       We have reviewed your draft registration statement and have the
following comments.

       Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

      After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1 submitted October 9, 2024
Cover Page

1.     Provide prominent disclosure about the legal and operational risks
associated with
       being based in or having the majority of the company   s operations in
China (including
       Hong Kong and Macau). Your disclosure should make clear whether these
risks could
       result in a material change in your operations and/or the value of the
securities you are
       registering for sale or could significantly limit or completely hinder
your ability to
       offer or continue to offer securities to investors and cause the value
of such securities
       to significantly decline or be worthless. Your disclosure should address
how recent
       statements and regulatory actions by China   s government, such as those
related to the
       use of data security or anti-monopoly concerns, have or may impact the
company's
 November 5, 2024
Page 2

      ability to conduct its business, accept foreign investments, or list on a
U.S. or other
      foreign exchange. Please disclose the location of your auditor's
headquarters and
      whether and how the Holding Foreign Companies Accountable Act, as amended
by
      the Consolidated Appropriations Act, 2023, and related regulations will
affect your
      company. Your prospectus summary should address, but not necessarily be
limited to,
      the risks highlighted on the prospectus cover page.
2.    Provide a description of how cash is transferred through your
organization. State
      whether any transfers, dividends, or distributions have been made to date
between the
      company, or to investors, and quantify the amounts where applicable.
3.    We note your disclosure that certain institutional investors may purchase
non-
      managing sponsor membership interests and may purchase shares in the
offering.
      Please disclose whether there is a cap on the amount that each investor
may purchase.
      Please also disclose that the non-managing sponsor investors will have
the potential to
      realize enhanced economic returns from their investment as compared to
other
      investors purchasing in the offering.
Summary, page 1

4.    In your summary of risk factors, disclose the risks that your corporate
structure and
      being based in China poses to investors. In particular, describe the
significant
      regulatory, liquidity, and enforcement risks with cross-references to the
more detailed
      discussion of these risks in the prospectus. For example, specifically
discuss risks
      arising from the legal system in China, including risks and uncertainties
regarding the
      enforcement of laws and that rules and regulations in China can change
quickly with
      little advance notice; and the risk that the Chinese government may
intervene or
      influence your operations at any time, or may exert more control over
offerings
      conducted overseas and/or foreign investment in China-based issuers,
which could
      result in a material change in your operations and/or the value of the
securities you are
      registering for sale. Acknowledge any risks that any actions by the
      Chinese government to exert more oversight and control over offerings
that are
      conducted overseas and/or foreign investment in China-based issuers could
      significantly limit or completely hinder your ability to offer or
continue to offer
      securities to investors and cause the value of such securities to
significantly decline or
      be worthless.
5.    Disclose each permission or approval that you are required to obtain from
Chinese
      authorities to operate your business and to offer the securities being
registered to
      foreign investors. State whether you are covered by permissions
requirements from
      the China Securities Regulatory Commission (CSRC), Cyberspace
Administration of
      China (CAC) or any other governmental agency and state affirmatively
whether you
      have received all requisite permissions or approvals and whether any
permissions
      or approvals have been denied. Please also describe the consequences to
you and your
      investors if you: (i) do not receive or maintain such permissions or
approvals, (ii)
      inadvertently conclude that such permissions or approvals are not
required, or (iii)
      applicable laws, regulations, or interpretations change and you are
required to obtain
      such permissions or approvals in the future.
 November 5, 2024
Page 3
6.     Provide a clear description of how cash is transferred through your
organization.
       Describe any restrictions on foreign exchange and your ability to
transfer cash
       between entities, across borders, and to U.S. investors.
7.     We note your disclosure in the table on page 10 that you may pay
finder's fees,
       advisor fees, consulting fees, or success fees to your sponsor,
officers, directors, or
       affiliates. However, on page 38, you state that such fees may only be
paid to your
       independent directors or their respective advisors. Please revise your
disclosure
       throughout to reconcile this discrepancy.
8.     Please revise the disclosures outside of the table on page 11 to
describe the extent to
       which the conversion of the working capital loans into private placement
warrants and
       the cashless exercise of private placement warrants may result in a
material dilution of
       the purchasers' equity interests. In addition, when discussing the
anti-dilution rights in
       this section and throughout the prospectus, please clarify the
percentage ownership
       that will be maintained. See Item 1602(b)(6) of Regulation S-K.
Appointment and removal of directors . . ., page 22

9.     Please expand your disclosure here, and elsewhere as appropriate,
including your risk
       factor on page 46, to also explain the number of public shares needed if
a special
       resolution is required to approve the initial business combination,
including (i) if
       you assume that all outstanding shares are voted and (ii) if you assume
that only the
       number of shares representing a quorum are voted. Please also disclose
the number of
       public shares needed in matters requiring a shareholder vote if the
non-managing
       sponsor investors acquire the shares upon which they have expressed an
interest and
       vote their shares in favor in such vote.
Summary of Risk Factors, page 44

10.    Please expand your disclosure to add a summary risk factor highlighting
the risks
       related to the non-managing sponsor investors' expression of interest,
as you explain
       on page 81.
Risk Factors, page 46

11.    Given the Chinese government   s significant oversight and discretion
over the search
       for a target company, please revise to describe any material impact that
intervention,
       influence, or control by the Chinese government has or may have on your
business or
       on the value of your securities. Highlight separately the risk that the
Chinese
       government may intervene or influence your operations at any time, which
could
       result in a material change in your operations and/or the value of your
securities. Also,
       given recent statements by the Chinese government indicating an intent
to exert more
       oversight and control over offerings that are conducted overseas and/or
foreign
       investment in China-based issuers, acknowledge the risk that any such
action could
       significantly limit or completely hinder your ability to offer or
continue to offer
       securities to investors and cause the value of such securities to
significantly decline or
       be worthless. We remind you that, pursuant to federal securities rules,
the term
          control    (including the terms    controlling,       controlled by,
  and    under common
       control with   ) means    the possession, direct or indirect, of the
power to direct or
 November 5, 2024
Page 4

       cause the direction of the management and policies of a person, whether
through the
       ownership of voting securities, by contract, or otherwise.
12.    In light of recent events indicating greater oversight by the Cyberspace
       Administration of China (CAC) over data security, particularly for
companies seeking
       to list on a foreign exchange, please revise your disclosure to explain
how this
       oversight impacts your search for a target company and your offering and
to what
       extent you believe that you are compliant with the regulations or
policies that have
       been issued by the CAC to date.
We may issue additional Class A ordinary shares or preference shares . . .,
page 62

13.    We note your disclosure that you may issue additional ordinary or
preference shares
       to complete your initial business combination. Please expand your
disclosures to
       clearly disclose the impact to you and investors, including that the
arrangements result
       in costs particular to the de-SPAC process that would not be anticipated
in a
       traditional IPO. If true, disclose that the agreements are intended to
ensure a return on
       investment to the investor in return for funds facilitating the sponsor
 s completion of
       the business combination or providing sufficient liquidity.
We may not be able to complete an initial business combination . . ., page 70

14.    With a view toward disclosure, please tell us whether your sponsor is
controlled by,
       has any members who are, or has substantial ties with, a non-U.S.
person.
Risks Relating to Our Management Team, page 76

15.    We note the disclosure on page 13 and elsewhere that in order to
facilitate your
       initial business combination or for any other reason determined by your
sponsor in its
       sole discretion, your sponsor may surrender or forfeit, transfer or
exchange your
       founder shares, private placement warrants or any of your other
securities, including
       for no consideration, as well as subject any such securities to
earn-outs or other
       restrictions, or otherwise amend the terms of any such securities or
enter into any
       other arrangements with respect to any such securities. Please add risk
factor
       disclosure about risks that may arise from the sponsor having the
ability to remove
       itself as your sponsor before identifying a business combination,
including through the
       unconditional ability to transfer the founder shares or otherwise.
Proposed Business, page 109

16.    Please revise to disclose in the introduction to this section that the
location of the
       company in Hong Kong and a majority of your executive officers and/or
directors
       having significant ties to China may make you a less attractive partner
to a non China-
       based target company, which may therefore limit the pool of acquisition
candidates.
Executive Officer and Director Compensation, page 144

17.    Please revise to discuss the membership interests in the sponsor that
your
       independent directors will receive for their services as a director. See
Item 402(r)(3)
       of Regulation S-K.
 November 5, 2024
Page 5
Restrictions on Transfers of Founder Shares and Private Placement Warrants,
page 155

18.    Please revise to disclose those certain limited circumstances when the
members of the
       sponsor may transfer their membership interests, as required by Item
1603(a)(6) of
       Regulation S-K, including whether or how such transfer restrictions
apply to the non-
       managing sponsor investors' expression of interest.
General

19.    Please address specifically any PRC regulations concerning mergers and
acquisitions
       by foreign investors that your initial business combination transaction
may be subject
       to, including PRC regulatory reviews, which may impact your ability to
complete a
       business combination in the prescribed time period. Also address any
impact PRC law
       or regulation may have on the cash flows associated with the business
combination,
       including shareholder redemption rights.
20.    Please include a separate section on enforcement of liabilities
addressing the
       enforcement risks related to civil liabilities due to you, your sponsor,
and some of
       your officers and directors being located in China or Hong Kong. For
example, revise
       to discuss more specifically the limitations on investors being able to
effect service
       of process and enforce civil liabilities in China, lack of reciprocity
and treaties, and
       cost and time constraints. Also, please disclose these risks in the
business section,
       which should contain disclosures consistent with the separate section.
Additionally,
       please identify each officer and director located in China or Hong Kong
and disclose
       that it will be more difficult to enforce liabilities and enforce
judgments on those
       individuals.
21.    Regarding your disclosure of the expressions of interest by the
non-managing sponsor
       investors to indirectly purchase private placement warrants by
purchasing sponsor
       membership units, please revise to add clarifying disclosure to directly
compare the
       percentage of such private warrants that may be purchased to the
percentage of private
       warrants to be held by the sponsor following the offering (and after
taking into
       effect the transfers of membership interests in your sponsor to the
independent
       directors, as you disclose on page 10 and elsewhere). Please also revise
to disclose the
       nominal purchase price to be paid by them for the founder shares.
22.    Please revise to disclose whether the non-managing sponsor investors'
membership
       interest units are subject to any transfer restrictions, such as a
lock-up agreement. We
       note your disclosure on page 21 and elsewhere that except in certain
       limited circumstances, no member of the sponsor (including the
non-managing
       sponsor investors) may transfer all or any portion of its membership
interests in the
       sponsor. We also note your cross-reference to more information in the
Principal
       Shareholders section under "Restrictions on Transfers of Founder Shares
and Private
       Placement Warrants." However, such disclosure does not appear to address
the non-
       managing sponsor investors' membership interest units in the sponsor.
 November 5, 2024
Page 6

       Please contact Kellie Kim at 202-551-3129 or Kristina Marrone at
202-551-3429 if
you have questions regarding comments on the financial statements and related
matters. Please contact Benjamin Holt at 202-551-6614 or Pam Howell at
202-551-3357 with
any other questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Real Estate &
Construction
cc:   Stuart Neuhauser