SecProbe.io

May 29, 2019
Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
Re:Oaktree Acquisition Corp.
Draft Registration Statement on Form S-1
Submitted May 2, 2019
CIK No. 0001773751
Dear Mr. McCaney:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted May 2, 2019
Calculation of Registration Fee, page i
1.Please revise footnote (3) to track the language of Rule 416 of the Securities Act.
Corporate Information, page 11
2.Please provide us with copies of all written communications, as defined in Rule 405 under
the Securities Act, that you, or anyone authorized to do so on your behalf, present to
potential investors in reliance on Section 5(d) of the Securities Act, whether or not they
retain copies of the communications.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 May 29, 2019 Page 2
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
May 29, 2019
Page 2
Founder shares, page 19
3.We note your disclosure regarding the number of public shares needed to vote in favor of
an initial business combination if submitted to a vote and all outstanding shares are voted.
Please tell us the number of shares needed to vote in favor of the transaction if only the
minimum number of shares required for a quorum vote, assuming all founder shares are
voted.
Election of Directors, page 22
4.Please tell us whether you may be a controlled company under applicable exchange listing
standards, and, if so, whether you will use related exemptions to governance rules under
those standards.
Manner of conducting redemptions, page 30
5.Please provide us your analysis of whether you are a "foreign private issuer" as defined in
Rule 405.  Also provide us your analysis of whether you could become a foreign private
issuer before you complete your initial business combination.
6.We note your disclosure on page 31 that you may provide only five days' notice of a
meeting and your disclosure on page 109 that you will require shareholders to deliver their
shares up to two business days before the scheduled vote.  If you can therefore structure
the process so that shareholders do not have the practical ability to redeem their shares,
please say so clearly and with equal prominence to your statements regarding such
redemptions throughout your prospectus.
Risk Factors, page 39
7.We note your disclosures beginning on page 161 regarding tax consequences that are
uncertain, unclear or where there is absence of authority.  Please add a risk factor to
address the tax uncertainties investors will encounter by an investment in this offering.
You will not have any rights or interests..., page 43
8.Please reconcile the circumstances in which shareholders will have rights to the funds in
the trust account as disclosed here and on page 23.  Also, we note your disclosure that
shareholders will be entitled to funds in the trust account only on the earlier to occur of the
listed events; if shareholders who have rights to the funds in connection with an
amendment to your articles of association would then not have rights to the funds in
connection with a subsequent business combination, please revise to clarify throughout
your prospectus where you refer to the redemption in connection with a business
combination.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 May 29, 2019 Page 3
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
May 29, 2019
Page 3
If we are unable to consummate an initial business combination..., page 51
9.In an appropriate section of your prospectus, please clarify the circumstances in which
you would be required to distribute the funds in the account as part of a liquidation
process rather than as a function of the redemption process in your articles of association.
Also clarify the duration of such a liquidation process.
We are not registering the Class A ordinary shares issuable upon exercise of the warrants, page
52
10.If the holders of the securities issued in your unregistered transaction can exercise
warrants while holders of warrants issued in this registered offering cannot, please
disclose the risk to investors in this offering of being required to hold the warrants while
insiders can exercise and sell the underlying common stock.  Also, if the amount that
officers and directors will receive upon redemption of public warrants would be greater
than the amount public shareholders receive, please clarify in a risk factor; we note the
second paragraph on page 144.
We may issue..., page 56
11.We note your disclosure that you may not issue additional shares that would entitle
holders to vote on an initial business combination.  If you may issue additional shares that
vote on proposals to change the provisions of your memorandum and articles of
association, please clarify the risks to investors in this offering.
Redemption of Public Shares and Liquidation If No Initial Business Combination, page 110
12.Please revise the last paragraph on page 112 to clarify whether shareholders who receive
funds from the trust account in connection with liquidation could be liable for amounts
greater than the amount they so received.
Principal Shareholders, page 131
13.Please revise footnote 3 to identify the natural persons with beneficial ownership over the
securities held by your sponsor.
Certain Relationships and Related Party Transactions, page 133
14.Please clarify when your sponsor's right to nominate a director will expire.
Ordinary Shares, page 135
15.Please clarify your disclosure in this section regarding Class A ordinary share voting
rights given your risk factor on page 52.  In addition, please highlight limitations on
voting rights on your prospectus cover, and address in your risk factors the anti-takeover
effect of those voting provisions.  In this regard, from your disclosures like on page 20

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 May 29, 2019 Page 4
 FirstName LastNamePatrick McCaney
Oaktree Acquisition Corp.
May 29, 2019
Page 4
that the shares are "convertible," it is unclear whether the shares automatically convert or
could remain outstanding; please revise as appropriate.
Public Shareholders' Warrants, page 141
16.Please reconcile the exercise provisions described here with the information regarding
your ability to require investors to exercise the warrants on a cashless basis if your shares
are not listed on a national securities exchange as mentioned on page F-17.
Redemption of warrants for Class A ordinary shares, page 142
17.Please clarify how the warrants are treated both (1) if the issuer is the surviving
corporation in a business combination and (2) if it is not.  In this regard, it is unclear (1)
whether shareholders could be issued securities of another company in connection with
the redemption and (2) why the securities that could be used for the redemption will not
be registered for sale as part of the initial public offering.  We note for example your
reference on page 107 to a transaction in which the registrant is not the surviving
corporation.
18.We note your reference to a premium on page 145.  Clarify how you determined that the
redemption price is a "premium," and the amount of the premium.
Allocation of Purchase Price and Characterization of a Unit, page 162
19.We note your disclosure that "each holder of a unit will agree to allocate the purchase
price paid by such holder for such unit between the one Class A ordinary share and the
one-third of one warrant based on the relative fair market value of each at the time of
issuance."  Please clarify how a holder will know the fair market value of the warrant at
the time of issuance if the warrants do not trade separately from the units at that time.
Signatures, page II-5
20.Please include the name of the registrant at the top of the signature block.
21.Please clarify where your registration statement will be signed by your authorized
representative in the United States.  See Signatures Instruction 1 to Form S-1.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 May 29, 2019 Page 5
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
May 29, 2019
Page 5
            You may contact David Burton at (202) 551-3626 or Lynn Dicker, Senior Accountant, at
(202) 551-3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Geoff Kruczek, Special
Counsel, at (202) 551-3641 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Christian O. Nagler, Esq.