OCA ACQUISITION CORP.
1345 Avenue of the Americas, 33rd Floor
New York, NY 10105
December 19, 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 November 23, 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 response to prior comment 2. Please clarify to us the percentages of economic interest and voting interest held by Olympus Capital Asia V, L.P. and Antara Capital LP, respectively. |
The Company respectfully advises the Staff that Olympus Capital Asia V, L.P., a Cayman entity, is the managing member of the Company’s sponsor, OCA Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”) and holds 100% of the voting interests in the Sponsor and approximately 16% of the economic interests in the Sponsor. Antara Capital LP, a Delaware limited partnership, has 0% of the voting interests in the Sponsor and holds approximately 80% of the economic interests 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
