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United States securities and exchange commission logo
January 5, 2024
Jonathan Perez
President
Oyocar Group Inc.
Colinas Marinas, Marbellas, Villa 10
Sosua, Dominican Republic 57000
Re:Oyocar Group Inc.
Registration Statement on Form S-1
Filed December 11, 2023
File No. 333-275980
Dear Jonathan Perez:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Cover Page
1.We note the disclosure is your Risk Factors section on page 9 that your officers will own
more than 50% of the outstanding shares and, accordingly, will have significant influence
in determining the outcome of all corporate transactions or other matters. Please revise
your prospectus cover page to provide this disclosure regarding the control held by your
officers Mr. Perez and Ms. De Jesus. Additionally, please revise your risk factors and
prospectus cover page to make clear your officers currently hold all shares outstanding in
the company and will hold more than 50% of the outstanding shares even if all shares
offered here (i.e., 10,000,000 shares) are sold.
2.We note your statement on the prospectus cover page that you are an emerging growth
company. Please revise your disclosure, for example, in your Prospectus Summary, to
provide a summary discussion regarding the implications of being an EGC (e.g., that you
may take advantage of certain reduced reporting requirements that are otherwise
applicable to larger public company and whether you intend to take advantage of these

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Oyocar Group Inc.
January 5, 2024
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reduced reporting requirements and exemptions), as well as what conditions would result
in you ceasing to be an EGC. Provide a cross-reference on your prospectus cover page to
this discussion. We note your risk factor beginning with "As an "emerging growth
company" under the JOBS Act..." on page 11 as well as your disclosure on page 16.
Risk Factors
Risks Associated to Our Business
Because we plan to export automobiles overseas, we could be affected by disruptions in delivery,
page 8
3.Please expand your risk factor discussion here or in a separate risk factor as appropriate to
discuss the risks associated with the import and export of automobiles. For example,
discuss risks related to your ability to pay import or export taxes or tariffs, and customs
clearance activities as applicable as well as any regulations related to the import and
export of automobiles that may impact your ability to develop your business and planned
operations. We note that your website reflects that your business plan includes a statement
that you will "take care of all the work on customs clearance."
Use of Proceeds, page 14
4.Please revise to disclosure whether your founder, Mr. Perez, has entered into a written or
verbal agreement in connection with his agreement to loan the company additional funds
in the event you raise less than the $38,000 necessary to implement your business plan.
Additionally, please disclose whether this loan or the loan by verbal agreement provided
by Mr. Perez to complete the registration costs of this offering include an interest rate or
other material terms. Additionally, please reconcile disclosure regarding each of these
loan agreements with your statement that Mr. Perez "has no formal commitment or legal
obligation to advance or loan funds to the company."
Dilution, page 15
5.Please show us how you calculated post offering net tangible book value per share for
each percentage of shares sold.
Complete Our Public Offering
Develop our Website, page 17
6.We note your disclosure here that reflects your plan to develop your company website
upon completion of your public offering. However, we note that your website,
oyocargroup.com, appears to already be active and functional. Please revise your
disclosure to accurately reflect the state of development regarding your website.

 FirstName LastNameJonathan Perez
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 January 5, 2024 Page 3
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Jonathan Perez
Oyocar Group Inc.
January 5, 2024
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Management's Discussion and Analysis or Plan of Operation
Plan of Operation, page 17
7.We note your disclosure here and elsewhere throughout your registration statement
reflecting your plan to resell used cars purchased at auction in the United States to
customers in the U.S. and Dominican Republic as well as current business activity
searching for auto dealers in the Dominican Republic to "sign agreements with." Please
revise your disclosure to make clear whether your business plan contemplates your
customers being individuals, auto dealers or both. We also note that your disclosure in
MD&A on page 19, for example, that state that you plan to purchase cars from "a variety
of sources, includes used car dealerships, private individuals, and vehicle auctions." With
an eye towards consistency regarding your planned sources of cars, revise your disclosure
throughout your registration statement as appropriate. Further, with an understanding that
you are a development stage company, please briefly expand your disclosure to discuss
what kind of agreements and the purpose of the agreements you plan to enter into with
auto dealers in the Dominican Republic.
Buying pre-owned vehicles, page 18
8.Please revise to disclose that you have not purchased any used cars to date.
Estimated Expenses for the Next Twelve-Month Period, page 19
9.Please revise your disclosure in the included chart to consistently reflect your intended
Use of Proceeds from this offering with your estimated expense disclosure. In this regard,
we note that the amounts disclosed in the included chart don't match your disclosed Plan
of Operations on pages 17-19 or the Use of Proceeds section on page 14. Please revise and
reconcile the amounts and expenses.
General Description of Business
Employees; Identification of Certain Significant Employees, page 24
10.In this section you state that you currently do not have any employees. However, in your
risk factor beginning with "Our business can be affected by currency rate fluctuation" on
page 10, you state that "[c]urrently, we have only two employees..." Please revise your
disclosure here and elsewhere throughout your registration statement to consistently
disclose your number of employees.
Government Regulation, page 24
11.We note your disclosure here that the auto sales industry faces a substantial number of
regulations and laws both at a state and federal level and that you will be required to
comply with all regulations, rules and directives. However, you also state that you "do not
believe that regulation will have a material impact on the way [you] conduct business."
Please revise this section to reconcile these statements, for example, by briefly explaining

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January 5, 2024
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why despite facing a significant amount of regulation you do not believe this will have a
material impact. Further, please expand your discussion to concisely outline significant
regulations, laws and rules you face in the United States and the Dominican Republic in
connection with conducting your business operations.
Insurance, page 24
12.Please revise this section to more fully reflect the risks specific to your planned business
operations that you may face as a result of not maintaining any insurance, for example,
related to purchase and international transport of vehicles by third-parties for third-parties.
Revise your Risk Factors section accordingly.
Directors, Executive Officers, Promoters and Control Persons, page 25
13.Please revise the background sections for Mr. Perez Peralta and Ms. De Jesus to provide
additional detail. For example, please provide the name of rental business Mr. Perez
Peralta has been managing in the Dominican Republic fort he last 10 years. Refer to Item
401(e) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 27
14.We note that the required disclosure has been provided as of August 31, 2023.  Please
revise to provide the information as of the most recent practicable date.  Refer to Item 403
of Regulation S-K.
Description of Securities
Anti-Takeover Law, page 31
15.Please revise your disclosure to add context to this section regarding the relevance of
Nevada law, your statement that this offering will not be made in Nevada, and how, then
"[a]ccordingly, there are no anti-takeover provisions that have the affect of delaying or
preventing a change in control." To the extent certain provisions of your charter and
bylaws contain anti-takeover provisions, please disclose them here and provide a risk
factor discussing the anti-takeover effects.
Item 16. Exhibits, page 36
16.Please file an opinion of counsel as to the legality of the securities being registered. Refer
to Item 601(b)(5) of Regulation S-K.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameJonathan Perez
 Comapany NameOyocar Group Inc.
 January 5, 2024 Page 5
 FirstName LastName
Jonathan Perez
Oyocar Group Inc.
January 5, 2024
Page 5
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services