SecProbe.io

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 April 17, 2025

Oluyemi Okupe
Chief Financial Officer
Hims & Hers Health, Inc.
2269 Chestnut Street, #523
San Francisco, California 94123

 Re: Hims & Hers Health, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-38986
Dear Oluyemi Okupe:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Industrial
Applications and
 Services
</TEXT>
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CORRESP
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 VIA EDGAR
 April 14, 2025
 Securities and Exchange Commission Division of Corporate Finance
 100 F Street, NE Washington, D.C. 20549
 Attn: Tayyaba Shafique & Terence O’Brien Office
of Industrial Applications and Services RE: Hims & Hers Health, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024 (the “Form 10-K”) Filed February 24, 2025
 File No. 001-38986
 Ladies and Gentlemen: We are writing in
response to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated March 31, 2025, to Mr. Oluyemi Okupe, Chief Financial Officer of Hims & Hers Health, Inc.
(the “Company”), containing comments with respect to the Company’s above referenced filing. For convenience, we have included our responses below, preceded by the exact text of the Staff’s comments.
 Form 10-K filed February 24, 2025
 Revenue and Key Business Metrics, page 55
 1. Staff’s comment: Please quantify the material reasons for the increase in revenue, including sales from various weight
loss offerings, the impact of delayed inventory purchases from your partners, and timing of specialized campaigns. Provide an analysis of related trends and events that may materially impact future operations. For example, discuss the impact of
increasing consumer demand and related trends concerning GLP-1s, and, if material, analyze the potential impact of the FDA determination regarding the resolution of the shortage of semaglutide injection
products. Refer to Item 303(b) of Regulation S-K. Response:
 The Company respectfully acknowledges the Staff’s comment. The Company has considered the requirements of Item 303(b) of Regulation S-K in preparing our disclosures in Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to explain material changes in revenue from period to period, to
describe the underlying reasons for these changes in quantitative and qualitative terms, and to identify any known trends or uncertainties that have had or are reasonably likely to have a material impact on revenue.
 The Company strives to comply with Item 303(b) of Regulation S-K. However, the Company would like to
respectfully clarify that, in certain instances, multiple factors may impact the changes to revenue, some of which might not be reasonably quantifiable. For example, while the Company believes that its revenue increases are driven in part by its
ordinary-course marketing campaigns, the Company may not always be able to specifically quantify the effects of such campaigns. In these instances, the Company cites qualitative information that is based on management’s best judgment even
though such factors do not lend themselves to separate quantification.

 In future filings, the Company advises the Staff that, where the Company identifies factors
that materially impact operating results, the Company will enhance its disclosures to list such factors in order of magnitude and quantify, where possible, the extent to which each factor has impacted the Company’s operating results, beginning
with the Quarterly Report on Form 10-Q for the quarter ended March 31, 2025. The illustrative example below expands the revenue disclosure in MD&A in the Form
 10-K for Fiscal Year Ended December 31, 2024, to incorporate the Staff’s comment as follows:
 We generated $1,437.9 million in Online Revenue for the year ended December 31, 2024, an increase of
$595.6 million, or 71%, as compared to $842.4 million for the year ended December 31, 2023. Growth in Online Revenue for the year ended December 31, 2024 was driven by: (i) new Subscriber growth pertaining to weight loss
solutions launched in the fourth quarter of 2023 or later, including new Subscribers for compounded semaglutide glucagon-like peptide-1 receptor agonists
 (“GLP-1s”) offerings launched in the second quarter of 2024 for which there was no comparable revenue in 2023; and (ii) continued sustainable growth in Subscribers pertaining to offerings
available in both fiscal years, from whom we generated recurring revenue that was driven in part by ordinary-course marketing campaigns that continued to strengthen our mature categories. During fiscal year 2024, certain aspects of our GLP-1 compounded offerings, which generated approximately $225.0 million in Online Revenue for the year ended December 31, 2024, representing approximately 16% of total Online Revenue, were permitted by
the Food and Drug Administration (“FDA”) based on shortages of branded GLP-1s, which were affected by regulatory decisions in fiscal year 2025 as further described below. Offerings available in both
fiscal years represented a substantial majority of the remaining approximately 84% of Online Revenue for the year ended December 31, 2024, additionally leading to growth in new Subscribers, Monthly Online Revenue per Average Subscriber, AOV,
and Net Orders. Online Revenue can fluctuate on a
 period-to-period basis due to various factors, including launches of new product offerings, the success of our marketing campaigns, and strategic pricing decisions
impacting customer uptake of our offerings, as well as product availability and the regulatory landscape impacting our offerings. As described under Part I, Item 1: “Business—Regulatory Environment—Regulation of compounded
drugs”, on February 21, 2025, the FDA resolved the semaglutide shortage, which could constrain our ability to continue providing access to compounded semaglutide on our platform once our available inventory has been sold. The FDA does not
limit compounding to drug shortages, and we believe there are paths to continue offering access to certain compounded GLP-1s after the shortage ends, consistent with the statutory exemptions from the new drug
approval requirements. As such, we intend to continue expanding our weight loss offerings and serving our Subscribers with a wide range of weight loss solutions.
 We generated $38.6 million in Wholesale Revenue for the year ended December 31, 2024, an increase of
$9.0 million, or 30%, as compared to $29.6 million for the year ended December 31, 2023. Wholesale Revenue can fluctuate on a period-to-period basis due
to various factors, including timing of inventory purchases from our partners, seasonality trends, launches of new merchants, and timing of specialized campaigns. During fiscal year 2024, there were no launches of material new merchants, notable
factors impacting timing of inventory purchases, or material specialized campaigns impacting revenue trends. Top partners, comprising over 85% of Wholesale Revenue, remained consistent for both fiscal years presented. As our presence in physical
environments and on third-party platforms has matured and we have successfully built brand awareness with new customers in those environments, we do not anticipate launching new material partnerships in the foreseeable future or investing
significantly in specialized wholesale marketing campaigns.

 2. Staff’s comment: Considering your
 GLP-1 product offerings introduced in 2024, please tell us your evaluation of the disclosures required by ASC
 280-10-50-40, including how you evaluated the economic characteristics of your products.
 Response: The Company
respectfully acknowledges the Staff’s comment and advises the Staff that it considers and follows ASC 280-10-50-40 when
preparing its financial statements. ASC 280-10-50-40 requires a public entity to “report the revenues from external
customers for each product and service or each group of similar products and services unless it is impracticable to do so.” The Company addressed the guidance by disaggregating the Company’s Online Revenue and Wholesale Revenue as distinct
Revenue Metrics within MD&A, as well as within the Revenue Recognition note in the Financial Statements. Wholesale Revenue generated in physical environments and on third-party platforms is distinct from Online Revenue in its customer experience
and methods used to distribute the product. The Company’s Online Revenue offered on the Company’s digital platforms, by contrast, constitutes a group of similar products and services based on the holistic customer experience as described
in detail below. While the Company notes that ASC 280 does not define “similar” products and services, the Company has applied
ASC 280-10-50-11 by analogy as discussed further below and the Company believes that the product lines and services sold by the
Company or purchased through its digital platform (collectively, “Online Products and Services”), including the GLP-1 product offerings introduced in 2024, constitute a group of similar products and
services based on the facts and circumstances of the Company. In determining that the Company’s Online Products and Services
constituted a group of similar products from a holistic customer experience, the Company considered the factors below, which are all applicable to the GLP-1 product offerings introduced in 2024:

 •
 The Company designs and delivers its Online Products and Services as part of a holistic customer experience,
whereby consumers access clinical consultations, prescriptions, and over-the-counter products in an integrated manner through the Company’s technology-enabled
platform. The customer experience on the digital platform is consistent regardless of specialty treated on the platform.

 •
 Online Revenues from the Company’s Online Products and Services are all derived from a direct-to-consumer model through a unified online digital platform, which serves as the primary access point for customers seeking prescription and non-prescription health and wellness solutions.

 •
 Online Revenues across the Company’s Online Products and Services are similarly impacted by trends in
the consumer health and wellness sector and the execution of the Company’s mission-driven growth strategies, which are focused on affordability and access. While the Company specializes in offering access to treatment and medication across a
number of different conditions and different medication form factors, all products and treatments are designed to address customers’ health and wellness needs and normalize health and wellness challenges to make feeling happy and healthy easy
to achieve.

 •
 Online Products generally follow a shared distribution process, with all delivery fulfilled through common
carriers directly to customers. Specifically, regardless of the offering, nearly all products are fulfilled through the Company’s internal pharmacies and warehouses in a uniform manner and delivered to customers in a similar manner. The
customer’s experience of receiving products, inclusive of GLP-1s, is consistent regardless of the offering treated on the platform.

 •
 The Company offers its Online Products and Services under
 all-inclusive transparent pricing, reflecting the holistic nature of the customer offerings, which integrate services and products to address customer health needs. Additionally, as further highlighted below,
for all its Online Products and Services, the Company focuses on a lower-cost consumer price point in comparison to the full market and only offers Online Products and Services on a cash basis, as the Company does not accept third-party insurance.

 •
 The customer experience is standardized across all Online Products and Services, with uniform tools and back-end infrastructure supporting healthcare provider interactions and product fulfillment on the platform. Specifically, customer clinical in-take forms and interactions
with the clinical team are conducted through a single electronic medical record system for all offerings available on the digital platform, inclusive of GLP-1s. Additionally, the same providers treat multiple
customer conditions, inclusive of GLP-1s.

 •
 All Online Products and Services are subject to similar regulatory oversight, including from agencies such
as the FDA, the Consumer Product Safety Commission, and applicable State and local medical boards, given the health and wellness focus of the Company’s offerings.

 •
 Over the long-term, the customer demand for newer products and services results in normalization and more
consistent trends with the longer-tenured offerings on our platform, as the Company continues to optimize cost structures across scaled offerings. For example, for both the GLP-1 product offerings and other
more established offerings, as we scale, we benefit from purchase volume discounts and/or internal manufacturing and fulfillment efficiencies, which are expected to normalize financial results over time across offerings. We have historically
observed this trend across the platform, and we expect similar dynamics to apply to the GLP-1 product offerings in the long-term.

 •
 We make decisions and manage the Company not on the performance of individual offerings but, rather, on a
consolidated level. Further, when determining the level at which Online Products and Services should be reported, the
Company acknowledges that the guidance requires evaluation of the economic similarity of products to determine the appropriate level of disaggregation. The Company referenced ASC 280-10-50-11 by analogy, which points to the consideration of economic characteristics when determining similarity, stating: “Operating segments often exhibit similar long-term financial
performance if they have similar economic characteristics.” The factors considered when determining whether the Online Products and
Services constitute a similar grouping of products from a holistic customer experience, as noted above, remain unchanged with the introduction of the GLP-1 product offerings in 2024 and are applicable and
relevant to the GLP-1 product offerings. To expand on our evaluation of economic characteristics of the GLP-1 product offerings and the appropriateness of grouping it
with Online Products and Services, consistent with other products on our platform, GLP-1s are offered at a lower-cost consumer price point in comparison to the market generally, in order to expand access and
affordability consistent with the Company’s mission. Additionally, the Company offers GLP-1s and all other Online Products and Services on a cash basis to customers as the Company does not accept
third-party insurance. This further reinforces the similarities of the economic characteristics of all of the Online Products and Services.
 As stated above, the Company appropriately disaggregates the Company’s Online Revenue and Wholesale Revenue based on the distinctive
nature of both revenue streams. Additionally, based on the similarity and integrated nature of the Company’s Online Products and Services inclusive of the GLP-1 offerings, as well as the long-term
economic characteristics of our offerings at scale, the Company believes it is appropriate to group the related Online Revenues and report them on an aggregated basis, in accordance with ASC 280-10-50-40. In future filings, the Company will continue to monitor and consider the financial statement impact for the requirements of ASC 280-10-50-40 as the Company grows and matures its existing products and services, as well as introduces new product and service
offerings. In connection with the above responses to the Staff’s comments, we acknowledge that the Company and its management are
responsible for the adequacy and accuracy of the disclosures in the filings. Please do not hesitate to contact the undersigned if you have any questions regarding the foregoing, or if we may provide additional information.

 Sincerely,

 /s/ Oluyemi Okupe

 Oluyemi Okupe

 Chief Financial Officer
 Hims & Hers Health, Inc. | 2269 Chestnut Street, #523 | San Francisco, CA 94123

<DOCUMENT>
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<TEXT>
 March 31, 2025

Oluyemi Okupe
Chief Financial Officer
Hims & Hers Health, Inc.
2269 Chestnut Street, #523
San Francisco, California 94123

 Re: Hims & Hers Health, Inc.
 Form 10-K for Fiscal Year Ended December 31, 2024
 File No. 001-38986
Dear Oluyemi Okupe:

 We have reviewed your filing and have the following comments.

 Please respond to this letter 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 a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K filed February 24, 2025
Revenue and Key Business Metrics, page 55

1. Please quantify the material reasons for the increase in revenue,
including sales from
 various weight loss offerings, the impact of delayed inventory purchases
from your
 partners, and timing of specialized campaigns. Provide an analysis of
related trends
 and events that may materially impact future operations. For example,
discuss the
 impact of increasing consumer demand and related trends concerning
GLP-1s, and, if
 material, analyze the potential impact of the FDA determination
regarding the
 resolution of the shortage of semaglutide injection products. Refer to
Item 303(b) of
 Regulation S-K.
2. Considering your GLP-1 product offerings introduced in 2024, please tell
us your
 evaluation of the disclosures required by ASC 280-10-50-40, including
how you
 evaluated the economic characteristics of your products.
 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.
 March 31, 2025
Page 2

 Please contact Tayyaba Shafique at 202-551-2110 or Terence O'Brien at
202-551-
3355 if you have questions regarding comments on the financial statements and
related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
</TEXT>
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United States securities and exchange commission logo
October 14, 2022
Oluyemi Okupe
Chief Financial Officer
Hims & Hers Health, Inc.
2269 Chestnut St., #523
San Francisco, CA 94123
Re:Hims & Hers Health, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed February 24, 2022
File No. 001-38986
Dear Oluyemi Okupe:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services

CORRESP
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Document

VIA EDGAR

October 11, 2022

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, D.C. 20549

Attn: Sasha Parikh & Tracie Mariner

Office of Life Sciences

RE: Hims & Hers Health, Inc.

Form 10-K for the Year Ended December 31, 2021

Filed February 24, 2022
File No. 001-38986

Dear Mses. Parikh and Mariner:

We are writing in response to the letter of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated September 27, 2022, to Mr. Oluyemi Okupe, Chief Financial Officer of Hims & Hers Health, Inc. (the “Company”), containing a comment with respect to the Company’s above referenced filing. For convenience, we have included our response below, preceded by the exact text of the Staff’s comment.

Form 10-K for the Year Ended December 31, 2021

Results of Operations
Comparisons for the years ended December 31, 2021, 2020, and 2019, page 55

1.Staff’s comment: We noted various lines of products listed on your websites such as hair care, skin care, mental health, sexual health, and primary care. We also noted your discussion of core and emerging categories in your second quarter 2022 earnings call. Please provide the disclosures required by ASC 280-10-50-40 in future filings, and provide us with your proposed revised disclosures in your response. If providing the information is impracticable, please disclose that fact in future filings.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that the Company considers and follows ASC 280-10-50-40 when preparing its financial statements. ASC 280-10-50-40 requires a public entity to “report the revenues from external customers for each product and service or each group of similar products and services unless it is impracticable to do so.”

While the Company notes that ASC 280 does not define “similar” products and services, the Company believes that the product lines and services sold by the Company or purchased through its digital platform (collectively, “Company Products and Services”), including those listed on its website and discussed in its second quarter 2022 earnings call, as noted in the Staff’s comment, constitute a group of similar products and services based on the facts and circumstances of the Company. In reaching this conclusion, the Company considers the nature of Company Products and Services, the type or class of customer for Company Products and Services, the methods used to distribute such Company Products and provide such Company Services, the nature of the production processes applicable to Company Products, the economic characteristics of Company Products and Services, and the nature of the regulatory environment applicable to Company Products and Services.

Company Products and Services are all direct-to-consumer and part of a holistic solution designed for customers who share a common motivation to improve their health and wellness. All Company Products and Services are intended to address the health and wellness market, and are all available to customers through the Company’s online digital platform.

Hims & Hers Health, Inc | 2269 Chestnut Street, #523 | San Francisco, CA 94123

Whether a customer is seeking an online consultation with a healthcare provider, a prescription product, and/or a non-prescription product, the customer can access these products and services through the Company’s platform, which uses a single customer experience model, no matter the Company Product or Service sought. All healthcare providers offering clinical services through the Company’s platform do so using uniform tools, leveraging the technology and back-end infrastructure of the platform to offer treatment. In addition, various Company Products and Services are frequently purchased in “bundles” for which a customer sees and pays a single price, reflecting the interconnected nature of Company Products and Services. For example, a subscription that includes a prescription-based product requires the customer to pay a single subscription price, which includes both the prescription product as well as healthcare provider services made available through the Company’s platform. Customers are also able to bundle multiple Company Products into a single subscription with a single subscription price.

Company Products and Services also feature a lower-cost consumer price point to expand access and affordability consistent with the Company’s mission, and are all offered on a cash basis to customers (the Company does not accept third-party insurance). Moreover, Company Products share a common production and distribution process whereby they are primarily manufactured using contract manufacturers and are distributed and shipped in a similar manner through a common carrier to the Company’s customers.

As Company Products are all direct-to-consumer within the health and wellness industry, they are all subject to heightened regulatory requirements including oversight by consumer product quality regulators such as the Food & Drug Administration and/or the Consumer Product Safety Commission. Further, as Company Services are all healthcare provider services made available through the Company’s platform, such services are also subject to heightened regulatory requirements including oversight by State and local medical boards.

In light of the above-described similarities, the Company considers its disclosure of revenue for all products and services in the aggregate to meet the requirements of ASC 280-10-50-40. The Company will continue to monitor and consider the financial statement impact for the requirements of ASC 280-10-50-40 as the Company grows and introduces new product and service offerings.

We believe that the foregoing is fully responsive to the comment letter. Please direct any further questions or comments to the undersigned.

   Sincerely,

   /s/ Oluyemi Okupe

   Oluyemi Okupe

   Chief Financial Officer

Hims & Hers Health, Inc | 2269 Chestnut Street, #523 | San Francisco, CA 94123

United States securities and exchange commission logo
September 27, 2022
Oluyemi Okupe
Chief Financial Officer
Hims & Hers Health, Inc.
2269 Chestnut St., #523
San Francisco, CA 94123
Re:Hims & Hers Health, Inc.
Form 10-K for the Year Ended December 31, 2021
Filed February 24, 2022
File No. 001-38986
Dear Mr. Okupe:
            We have limited our review of your filing to the financial statements and related
disclosures 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 the 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 the comment, we may have additional comments.
Form 10-K for the Year Ended December 31, 2021
Results of Operations
Comparisons for the years ended December 31, 2021, 2020, and 2019, page 55
1.We noted various lines of products listed on your websites such as hair care, skin care,
mental heath, sexual health, and primary care.  We also noted your discussion of core and
emerging categories in your second quarter 2022 earnings call. Please provide the
disclosures required by ASC 280-10-50-40 in future filings, and provide us with your
proposed revised disclosures in your response.  If providing the information is
impracticable, please disclose that fact in future filings.
            In closing, 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.

 FirstName LastNameOluyemi  Okupe
 Comapany NameHims & Hers Health, Inc.
 September 27, 2022 Page 2
 FirstName LastName
Oluyemi  Okupe
Hims & Hers Health, Inc.
September 27, 2022
Page 2
            You may contact Sasha Parikh at 202-551-3627 or Tracie Mariner at 202-551-3744 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences

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 Hims & Hers Health, Inc.

2269 Chestnut Street #523

 San
Francisco, California 94123

 February 11, 2021

VIA EDGAR

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F. Street N.E.

Washington, D.C. 20549

 Attn: Abby Adams

Re:
 Hims & Hers Health, Inc.

Registration Statement on Form S-1 (File No. 333-252814)

Ladies and Gentlemen:

 Hims & Hers
Health, Inc. (the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate action to make the above-referenced Registration Statement on Form
S-1 effective at 4:00 p.m., Eastern Time, on Friday, February 12, 2021, or as soon thereafter as practicable.

The Company hereby authorizes Jeffrey Vetter and Colin Conklin of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP,
counsel to the Company, to orally modify or withdraw this request for acceleration.

 Once the Registration Statement has been declared
effective, please orally confirm that event with Jeffrey Vetter of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Company, at 650.463.5335, or in his absence, Colin Conklin at 650.463.5341.

Very truly yours,

Hims & Hers Health, Inc.

By:

 /s/ Andrew Dudum

Andrew Dudum

Chief Executive Officer

cc:
 Jeffrey Vetter, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP;

 Colin Conklin, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

United States securities and exchange commission logo
February 10, 2021
Andrew Dudum
Chief Executive Officer
Hims & Hers Health, Inc.
2269 Chestnut Street, #523
San Francisco, California 94123
Re:Hims & Hers Health, Inc.
Registration Statement on Form S-1
Filed February 5, 2021
File No. 333-252814
Dear Mr. Dudum:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Abby Adams at (202) 551-6902 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey R. Vetter, Esq.

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 Oaktree Acquisition Corp.

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

December 28, 2020

 VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention: Laura Crotty

Re:
 Oaktree Acquisition Corp.

Registration Statement on Form S-4 (the “Registration Statement”)

 File No. 333-249622

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, Oaktree Acquisition Corp. (the “Company”)
hereby requests acceleration of the effective date of the above referenced Registration Statement to 5:00 p.m., Eastern Time, on December 29, 2020, or as soon thereafter as practicable, or at such other time as the Company or its outside
counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Peter S. Seligson, of Kirkland & Ellis LLP, special counsel to the Company, at (212) 446-4756, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

 Sincerely,

 /s/ Patrick McCaney

 Patrick McCaney

 Chief Executive Officer

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CORRESP

 Oaktree Acquisition Corp.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

December 22, 2020

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
NE

 Washington, D.C. 20549

 Attention: Tracey McKoy

Re:
 Oaktree Acquisition Corp.

Amendment No. 1 to Registration Statement on Form S-4

Filed October 23, 2020

File No. 333-249622

Dear Ms. McKoy:

This letter sets forth responses of Oaktree Acquisition Corp. (“OAC”) to the comments of the staff of the Division of
Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter, dated December 17, 2020, with respect to the above referenced Amendment No. 1 to the Registration Statement on Form S-4 (File No. 333-249622) (the “Registration Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the
paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth OAC’s response to each of the numbered comments immediately below each numbered comment.

In addition, OAC has revised the Registration Statement in response to the Staff’s comments and OAC is concurrently
filing Amendment No. 2 to the Registration Statement with this letter, which reflects these revisions and updates certain other information. Page numbers in the text of OAC’s responses correspond to page numbers in the Registration
Statement, as so amended.

 Amendment 1 to Registration Statement on Form S-4 filed
December 2, 2020

 Summary of the Proxy Statement/Prospectus

Business Model, page 3

1.
 Staff’s Comment: We note the additional detail you have provided in response to our prior
comments 2 and 11 regarding the company’s non-prescription products, which you describe as “over-the-counter drug and
device products and cosmetics and supplement products” in the “wellness, sexual health, skincare and hair care” sectors. Please further revise your disclosure to provide more granular detail regarding the products sold. In this
regard, if the number of products is substantial it may be useful to provide a list in tabular form, where appropriate.

Response: OAC acknowledges the Staff’s comment and has revised its disclosure on page 3 to provide further
information regarding the products sold.

 Leverage existing capabilities to penetrate new sales channels and further improve
operations, page 5

2.
 Staff’s Comment: We note your response to our prior comment 6 in relation to your
collaboration agreements with Ochsner Health and Mount Sinai Health System. Please revise your disclosure to provide the detail given in your response letter regarding these collaborations, namely that the collaboration agreements do not involve any
monetary exchange, meaning neither party receives any compensation or financial incentive of any kind, Hims has not generated meaningful revenue because of these relationships, and these relationships are
non-exclusive.

 Response: OAC acknowledges the
Staff’s comment and has revised its disclosure on pages 5 and 228 to provide further detail with respect to the referenced collaborations.

 Marketing, page 219

3.
 Staff’s Comment: We note your response to our prior comment 12. Please also remove
the graphic on page 219 and revise page 220 to conform to the format of the registration statement rather than a marketing slide deck.

Response: OAC acknowledges the Staff’s comment and has removed the graphic on page 219 and has conformed the
format of page 220 to that of the Registration Statement.

 We hope that the foregoing has been responsive to the
Staff’s comments. If you have any questions related to this letter, please contact Christian O. Nagler at (212) 446-4660 and Peter S. Seligson at (212) 446-4756 of
Kirkland & Ellis LLP.

 Sincerely,

 By:

 /s/ Patrick McCaney

 Name:

 Patrick McCaney

 Title:

 Chief Executive Officer

 Via E-mail:

cc:
 Christian O. Nagler

Peter S. Seligson

Kirkland & Ellis LLP

Trevor Knapp

Jeffrey Vetter

Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

 2

United States securities and exchange commission logo
December 17, 2020
Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
Re:Oaktree Acquisition Corp.
Amendment 1 to Registration Statement on Form S-4
Filed December 2, 2020
File No. 333-249622
Dear Mr. McCaney:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 19, 2020 letter.
Amendment 1 to Registration Statement on Form S-4 filed December 2, 2020
Summary of the Proxy Statement/Prospectus
Business Model, page 3
1.We note the additional detail you have provided in response to our prior comments 2 and
11 regarding the company's non-prescription products, which you describe as "over-the-
counter drug and device products and cosmetics and supplement products" in the
"wellness, sexual health, skincare and hair care" sectors. Please further revise your
disclosure to provide more granular detail regarding the products sold. In this regard, if
the number of products is substantial it may be useful to provide a list in tabular form,
where appropriate.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 December 17, 2020 Page 2
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
December 17, 2020
Page 2
Leverage existing capabilities to penetrate new sales channels and further improve operations,
page 5
2.We note your response to our prior comment 6 in relation to your collaboration
agreements with Ochsner Health and Mount Sinai Health System. Please revise your
disclosure to provide the detail given in your response letter regarding these
collaborations, namely that the collaboration agreements do not involve any monetary
exchange, meaning neither party receives any compensation or financial incentive of any
kind, Hims has not generated meaningful revenue because of these relationships, and
these relationships are non-exclusive.
Marketing, page 219
3.We note your response to our prior comment 12. Please also remove the graphic on page
219 and revise page 220 to conform to the format of the registration statement rather than
a marketing slide deck.
            You may contact Tracey McKoy at 202-551-3772 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Laura Crotty at 202-551-7614 or Mary Beth Breslin at 202-551-3625 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Peter Seligson, Esq.

CORRESP
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CORRESP

 Oaktree Acquisition Corp.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

December 2, 2020

 VIA EDGAR

Securities and Exchange Commission

 Division of Corporation
Finance

 Office of Trade & Services

 100 F Street,
NE

 Washington, D.C. 20549

 Attention: Tracey McKoy

Re:
 Oaktree Acquisition Corp.

Registration Statement on Form S-4

Filed October 23, 2020

File No. 333-249622

Dear Ms. McKoy:

 This letter sets forth
responses of Oaktree Acquisition Corp. (“OAC”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission set forth in your letter, dated November 19, 2020,
with respect to the above referenced Registration Statement on Form S-4 (File No. 333-249622) (the “Registration Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to
correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth OAC’s response to each of the numbered comments immediately below each numbered comment.

In addition, OAC has revised the Registration Statement in response to the Staff’s comments and OAC is concurrently filing Amendment
No. 1 to the Registration Statement with this letter, which reflects these revisions and updates certain other information. Page numbers in the text of OAC’s responses correspond to page numbers in the Registration Statement, as so amended
(the “Amended Registration Statement”).

 Registration Statement on Form S-4 filed October 23,
2020

 Summary of the Proxy Statement/Prospectus, page 1

1.
 Staff’s Comment: Rather than only providing a cross-reference, please disclose summary risk
factors and material U.S. federal income tax considerations in the Summary.

 Response: OAC acknowledges the
Staff’s comment and has revised the Summary beginning on page 27 to include summary risk factors and has revised the disclosure on page 25 to include a summary of U.S. federal income tax considerations.

2.
 Staff’s Comment: We note that Hims engages service providers, including physicians through
the Affiliated Medical Groups and partner pharmacies, to provide its telemedicine and prescription services. Please revise the Company Overview to clearly describe the company’s relationship with the Affiliated Medical Groups for the provision
of its telemedicine services and partner pharmacies for its prescription services, the arrangements governing these relationships, and the regulatory landscape applicable to the company’s business model. Please also provide more information
regarding the non-prescription products provided by the company. As currently drafted there is no discussion of the mechanics of the business or its operations in this section.

Response: OAC acknowledges the Staff’s comment and has revised the Business Summary beginning on page 1 to include a
discussion of the matters identified in the Staff’s comment.

 Quorum and Vote of OAC Shareholders, page 11

3.
 Staff’s Comment: It appears you have not included the disclosure required by Item
3(h) of Part I.A. of Form S-4 comparing the percentage of outstanding shares entitled to vote held by directors, executive officers and their affiliates, and the vote required for approval of the proposed
transaction. Please revise or advise.

 Response: OAC acknowledges the Staff’s comment and has
revised its disclosure on page 11 to include the vote required to approve the proposals presented to OAC’s shareholders in the Amended Registration Statement.

Risk Factors, page 27

4.
 Staff’s Comment: Please include information regarding the conflict of interest that
may be posed by the post-closing incentive bonus that may be awarded to certain Hims employees, including members of management, after the closing of the business combination in the risk factors section, where appropriate.

Response: OAC acknowledges the Staff’s comment and has revised its disclosure on page 52 of the Amended Registration
Statement.

 We operate in highly competitive markets..., page 32

5.
 Staff’s Comment: We note your disclosure on page 223 that some state and federal
regulatory authorities have lowered some of the barriers to the practice of telehealth in order to make remote healthcare services more accessible in response to COVID-19. Although you state that it is unclear
whether these changes will have a long-term impact on the adoption of telehealth services by the general public or legislative and regulatory authorities, please expand your disclosure to include a discussion of this competitive risk here or under
an appropriate heading.

 Response: OAC acknowledges the Staff’s comment and has revised its
disclosure on page 42 of the Amended Registration Statement.

 We depend on a number of other companies to perform…, page 40

6.
 Staff’s Comment: We note the risk factor detailing Hims’ dependence on the
Affiliated Medical Groups and the company’s partner pharmacies. Please revise your disclosure to name those Affiliated Medicals Groups and/or partner pharmacies that are material to the company’s business on an individual basis, disclose
the material terms of such agreements and file such agreements as exhibits. In this regard we note your mention of Ochsner Health and Mount Sinai Health System on page 217. See Item 601(b)(10) of Regulation
S-K.

 Response: OAC acknowledges the Staff’s comment
and advises the Staff that Hims does not believe that its agreements with Ochsner Health and Mount Sinai Health System are material under Item 601(b)(10) of Regulation S-K. While Hims’ business is
dependent on Affiliated Medical Groups and partner pharmacies generally, Hims does not believe that any agreement with an Affiliated Medical Group or partner pharmacy is material on an individual basis when evaluated under the standard set forth in
Item 601(b)(10) of Regulation S-K. A general description of Hims’ agreements with Affiliated Medical Groups can be found on page 232 of the Amended Registration Statement and disclosure has been added on
page 257 of the Amended Registration Statement to describe generally Hims’ agreements with partner pharmacies. The disclosure on page 257 has been revised to name two partner pharmacies with whom Hims works.

Pursuant to Item 601(b)(10)(i) of Regulation S-K, a contract is considered a material contract and must
be filed if it is entered into outside of the ordinary course of business. Even if a contract is entered into in the ordinary course of business, it must be filed pursuant to Item 601(b)(10)(ii) of Regulation
S-K if it is deemed to fall within one or more of the categories set forth in subsections (A) through (D) thereof. Hims believes that the only potentially relevant category is subsection (B), which
relates to substantial dependence, and that it is not substantially dependent on any single agreement identified in the Staff’s comment letter for the reasons set forth below.

 2

 Hims is party to collaboration agreements with each of Ochsner Health and Mount Sinai Health
System. These health systems are not Affiliated Medical Groups, as defined in the Amended Registration Statement. Healthcare providers affiliated with these entities are not providing clinical services on the Hims platform by virtue of the
collaboration agreements. Rather, the Hims collaboration agreements with Ochsner Health and Mount Sinai Health System provide customers with access to appointments for in-person care within these health
systems. Certain medical conditions may require follow-up or in-person medical care not accessible through Hims’ telehealth platform. Hims believes that its
collaborations with in-person health systems are part of the ordinary course of business for telehealth companies. While it values its relationships with Ochsner Health and Mount Sinai Health System as a means
to assist its customers in accessing care it cannot provide, Hims and its business is in no way dependent on these arrangements, and Hims does not believe that it is substantially dependent on them within the meaning of Item 601(b)(10). The
collaboration agreements do not involve any monetary exchange – neither party receives any compensation or financial incentive of any kind. To date, Hims has not generated meaningful revenue because of these relationships and Hims does not
believe that losing one of these relationships would materially impair Hims’ ability to operate its core business as currently contemplated. These relationships are also non-exclusive and Hims expects to
continue to explore similar relationships with other health systems. As a result of these factors, Hims does not believe that its agreements with Ochsner Health and Mount Sinai Health System need to be filed as exhibits to the Amended Registration
Statement.

 Due to the prohibition on the corporate practice of medicine adopted by a majority of states in the U.S., Hims has established
contractual arrangements with Affiliated Medical Groups to enable their provision of clinical services to Hims’ customers. Given these prohibitions, Hims believes that its agreements with Affiliated Medical Groups constitute ordinary course
arrangements for a corporate entity operating a telehealth platform and Hims believes that it is not dependent on any single Affiliated Medical Group or agreement. Hims has contractual relationships with more than 12 Affiliated Medical Groups, all
of which were formed with the assistance of Hims to provide services to patients exclusively through the Hims platform. Hims provides exclusive administrative services and support to the Affiliated Medical Groups such that the Affiliated Medical
Groups are dependent on Hims, and the Affiliated Medical Groups do not hold any assets other than contractual relationships with providers. Under its contractual arrangements with the Affiliated Medical Groups, Hims can require transfer of ownership
of the Affiliated Medical Groups to other physicians it designates upon the occurrence of certain events. Additional Affiliated Medical Groups can be established quickly and on an as-needed basis. The
structure of these relationships is largely consistent allowing Hims to work efficiently with physician owners who work with Hims to establish additional Affiliated Medical Groups to the extent Hims deems necessary. These factors minimize Hims’
dependence on any single Affiliated Medical Group or underlying contractual relationship.

 As discussed in the Amended Registration
Statement, Hims is currently in the process of opening an affiliated pharmacy dedicated to its operations. Presently, Hims also maintains relationships with two different third-party pharmacies to fulfill medications prescribed on Hims’
platform. Hims has sole discretion in determining which partner pharmacy fills a customer’s prescription. This flexibility is expected to increase further when the affiliated pharmacy dedicated to Hims’ operations comes online. Hims also
believes that it could pursue relationships with other partner pharmacies in the market in the event that Hims loses its relationship with a current partner. Based on its knowledge of the market, Hims believes that it could enter into alternative
arrangements with another partner pharmacy without a substantial disruption of its current business. Accordingly, Hims believes that it is not required to file its agreements with partner pharmacies as exhibits to the Amended Registration Statement.

 The unaudited pro forma financial information included elsewhere in this proxy statement/prospectus… page 63

7.
 Staff’s Comment: We note the business combination will be accounted for as a reverse
recapitalization with no goodwill or other intangible assets recorded. Please revise this risk factor to properly describe the accounting methodology for the transaction as no purchase consideration will be allocated to goodwill.

 Response: OAC acknowledges the Staff’s comment and further acknowledges that in the reverse
recapitalization no purchase consideration will be allocated to goodwill. OAC has revised its risk factor disclosure on page 74 to more precisely address the risk factor related to the presentation of unaudited
pro-forma financial information in the Amended Registration Statement. It was determined that the description of the business combination accounting was not necessary to address this risk factor and,
therefore, removed it from the risk factor.

 3

 Governing Documents Proposal D – Approval of Other Changes in Connection with Adoption of the
Proposed Governing Documents, page 130

8.
 Staff’s Comment: We note that your forum selection provision identifies the Court of
Chancery of the State of Delaware as the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision applies to actions arising under the Exchange Act. In this regard, we note that
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. If this provision does not apply to actions
arising under the Exchange Act, please also ensure that the exclusive forum provision in the governing documents states this clearly.

Response: OAC acknowledges the Staff’s comment and has revised its disclosure on pages 85, 140, 141, and 302.

Information About Hims, page 205

9.
 Staff’s Comment: Please ensure that the text on all graphics included in this
section, including footnotes, is legible. By way of example, we refer to the sourcing information on page 207.

Response: OAC acknowledges the Staff’s comment and has revised its disclosure on pages 219, 220, 222, 226 and 227 so that
all text on graphics, including footnotes, is legible.

 Our Competitive Advantage, page 212

10.
 Staff’s Comment: We note your statement that Hims believes “existing healthcare
incumbents will find it difficult to replicate” its value proposition. Because it does not appear that your technology is patented, please clarify why this is the case.

Response: OAC acknowledges the Staff’s comment and has revised its disclosure on page 224 of the Amended Registration
Statement to remove the statement identified by the Staff.

 Our Business Model, page 215

11.
 Staff’s Comment: Please revise your disclosure to provide more detailed information
regarding the non-prescription products sold by Hims. Please ensure the disclosure explains how such products are developed and commercialized, and any applicable regulations.

Response: OAC acknowledges the Staff’s comment and has revised its disclosure on pages 226 and 227 of the Amended
Registration Statement.

 Marketing, page 217

12.
 Staff’s Comment: The purpose of your registration statement is not to serve as
marketing materials for your business or interface. The graphics on pages 219-220 and 227-231 do not appear to provide nor enhance relevant and meaningful disclosure
that investors can use to make an informed investment decision. Please remove them.

 Response: OAC
acknowledges the Staff’s comment and has removed the graphics from the Amended Registration Statement.

 4

 Our People and Culture, page 220

13.
 Staff’s Comment: Please explain how the “Affiliated Medical Groups” are
affiliated with Hims & Hers where this term is defined on page 220 and in the Selected Definitions section of the document.

Response: OAC acknowledges the Staff’s comment and has revised its disclosure on pages iii and 231 of the Amended
Registration Statement.

 Intellectual Property, page 221

14.
 Staff’s Comment: We note that the disclosure on page 221 regarding intellectual
property does not discuss patents; however, the risk factor starting on page 50 references patents and patent protection. Please revise your intellectual property disclosure to clearly describe on an individual basis any material patents or pending
patent

United States securities and exchange commission logo
November 19, 2020
Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
Re:Oaktree Acquisition Corp.
Registration Statement on Form S-4
Filed October 23, 2020
File No. 333-249622
Dear Mr. McCaney:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed October 23, 2020
Summary of the Proxy Statement/Prospectus, page 1
1.Rather than only providing a cross-reference, please disclose summary risk factors and
material U.S. federal income tax considerations in the Summary.
2.We note that Hims engages service providers, including physicians through the Affiliated
Medical Groups and partner pharmacies, to provide its telemedicine and prescription
services. Please revise the Company Overview to clearly describe the company's
relationship with the Affiliated Medical Groups for the provision of its telemedicine
services and partner pharmacies for its prescription services, the arrangements governing
these relationships, and the regulatory landscape applicable to the company's business

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 November 19, 2020 Page 2
 FirstName LastNamePatrick McCaney
Oaktree Acquisition Corp.
November 19, 2020
Page 2
model. Please also provide more information regarding the non-prescription products
provided by the company. As currently drafted there is no discussion of the mechanics of
the business or its operations in this section.
Quorum and Vote of OAC Shareholders, page 11
3.It appears you have not included the disclosure required by Item 3(h) of Part I.A. of Form
S-4 comparing the percentage of outstanding shares entitled to vote held by directors,
executive officers and their affiliates, and the vote required for approval of the proposed
transaction. Please revise or advise.
Risk Factors, page 27
4.Please include information regarding the conflict of interest that may be posed by the
post-closing incentive bonus that may be awarded to certain Hims employees, including
members of management, after the closing of the business combination in the risk factors
section, where appropriate.
We operate in highly competitive markets..., page 32
5.We note your disclosure on page 223 that some state and federal regulatory authorities
have lowered some of the barriers to the practice of telehealth in order to make remote
healthcare services more accessible in response to COVID-19. Although you state that it
is unclear whether these changes will have a long-term impact on the adoption of
telehealth services by the general public or legislative and regulatory authorities, please
expand your disclosure to include a discussion of this competitive risk here or under an
appropriate heading.
We depend on a number of other companies to perform..., page 40
6.We note the risk factor detailing Hims' dependence on the Affiliated Medical Groups and
the company's partner pharmacies. Please revise your disclosure to name those Affiliated
Medicals Groups and/or partner pharmacies that are material to the company's business on
an individual basis, disclose the material terms of such agreements and file
such agreements as exhibits. In this regard we note your mention of Ochsner Health and
Mount Sinai Health System on page 217. See Item 601(b)(10) of Regulation S-K.
The unaudited pro forma financial information included elsewhere in this proxy
statement/prospectus...., page 63
7.We note the business combination will be accounted for as a reverse recapitalization with
no goodwill or other intangible assets recorded. Please revise this risk factor to properly
describe the accounting methodology for the transaction as no purchase consideration will
be allocated to goodwill.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 November 19, 2020 Page 3
 FirstName LastNamePatrick McCaney
Oaktree Acquisition Corp.
November 19, 2020
Page 3

Governing Documents Proposal D- Approval of Other Changes in Connection with Adoption of
the Proposed Governing Documents, page 130
8.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any "derivative
action." Please disclose whether this provision applies to actions arising under the
Exchange Act. In this regard, we note that Section 27 of the Exchange Act creates
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created
by the Exchange Act or the rules and regulations thereunder. If this provision does not
apply to actions arising under the Exchange Act, please also ensure that the exclusive
forum provision in the governing documents states this clearly.
Information About Hims, page 205
9.Please ensure that the text on all graphics included in this section, including footnotes, is
legible. By way of example, we refer to the sourcing information on page 207.
Our Competitive Advantage, page 212
10.We note your statement that Hims believes "existing healthcare incumbents will find it
difficult to replicate" its value proposition. Because it does not appear that your
technology is patented, please clarify why this is the case.
Our Business Model, page 215
11.Please revise your disclosure to provide more detailed information regarding the non-
prescription products sold by Hims. Please ensure the disclosure explains how such
products are developed and commercialized, and any applicable regulations.
Marketing, page 217
12.The purpose of your registration statement is not to serve as marketing materials for your
business or interface. The graphics on pages 219-220 and 227-231 do not appear to
provide nor enhance relevant and meaningful disclosure that investors can use to make an
informed investment decision. Please remove them.
Our People and Culture, page 220
13.Please explain how the "Affiliated Medical Groups" are affiliated with Hims & Hers
where this term is defined on page 220 and in the Selected Definitions section of the
document.
Intellectual Property, page 221
14.We note that the disclosure on page 221 regarding intellectual property does not discuss
patents; however, the risk factor starting on page 50 references patents and patent

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 November 19, 2020 Page 4
 FirstName LastNamePatrick McCaney
Oaktree Acquisition Corp.
November 19, 2020
Page 4
protection. Please revise your intellectual property disclosure to clearly describe on an
individual basis any material patents or pending patent applications held by Hims,
including the type of patent protection granted, the expiration of each, and the jurisdiction
of each patent, or clarify in your disclosure that no patents are held at this time.
Hims' Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Business Metrics, page 237
15.We note your statement that Hims relies on selling its products through wholesale
partnerships, and that its Wholesale Revenue increased by 2,124% from the six months
ended June 30, 2019 to the six months ended June 30, 2020 primarily due to the fact that it
began selling products to a new wholesale partner in March 2020. To the extent you
believe Wholesale Revenue for the fiscal year ended December 31, 2020 will become a
material portion of overall revenue, please disclose the name of this new wholesale
partner and file the agreement governing the relationship as an exhibit to the prospectus.
See Item 601(b)(10)(ii)(b) of Regulation S-K.
Hims’ Management’s Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources , page 245
16.You disclose on page 40 that you are currently in the process of opening an affiliated
pharmacy dedicated to your operations, which will subject you to extensive federal, state,
and local regulation.  Please revise your disclosure to discuss the expected cash
requirement to fully open and operate your pharmacy in accordance with applicable laws
and regulations.  Refer to Item 303(a)(1) and (2) of Regulation S-K.
Indebtedness, page 247
17.Please file the loan agreements with Silicon Valley Bank and TriplePoint Venture Growth
as exhibits to the registration statement.
Fair Value of Common Stock, page 251
18.Please expand your critical accounting policy disclosures to provide high level details
regarding the methodologies and approaches used to value your common stock including
the nature of the material assumptions involved.  Please discuss the results of the third
party valuations and whether these corroborated any internal valuations performed.
Finally, provide additional detail regarding the extent to which recent sales of preferred
stock and/or common stock in arms-length transactions represented significant inputs to
provide investors with context of the extent to which your estimates were complex and
subjective.
Certain Relationships and Related Person Transactions
Policies and Procedures for Related Party Transactions, page 284
19.Please revise your disclosure regarding related party transactions to provide information

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 November 19, 2020 Page 5
 FirstName LastNamePatrick McCaney
Oaktree Acquisition Corp.
November 19, 2020
Page 5
pursuant to the threshold set in Item 404(d)(1) of Regulation S-K applicable to smaller
reporting companies, where the amount involved exceeds the lesser of $120,000 or one
percent of the average of the smaller reporting company's total assets at year end for the
last two completed fiscal years.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-46
20.Please revise to describe the typical period over which you satisfy your performance
obligation to provide consultation services. Refer to ASC 606-10-50-12.
Note 8. Fair Value Measurements, page F-53
21.We note that the inputs to the BSM option-pricing model include the estimated fair value
of the total equity value and that changes in the fair value of the underlying Preferred
Stock would result in directionally similar impacts to the fair value measurement. Please
revise to also include quantitative information about these significant unobservable inputs
or tell us why such disclosure is not required. Refer to ASC 820-10-50-2(bbb).
Exhibits
22.You have indicated that Exhibit 2.1, the Agreement and Plan of Merger, which is also
included as Annex A, has certain information omitted as indicated by brackets and
asterisks. However, we are unable to locate any such redactions in Annex A. Please
advise.
23.Please file the employment agreements with Messrs. Dudum, Lee and Henrich and
Ms. Waters as exhibits to the registration statement. See Item 601(b)(10) of Regulation S-
K.
24.Please file an opinion as to the material tax consequences of the domestication and the
merger. Refer to Item 601(b)(8) of Regulation S-K and Section III. of Staff Legal Bulletin
No. 19.
            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 LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 November 19, 2020 Page 6
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
November 19, 2020
Page 6
            You may contact Tracey McKoy at 202-551-3772 or Kevin Kuhar at 202-551-3662 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Laura Crotty at 202-551-7614 or Christine Westbrook at 202-551-5019 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Peter Seligson, Esq.

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 Oaktree Acquisition Corp.

333 South Grand Avenue

28th Floor

 Los Angeles,
CA 90071

 July 17, 2019

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Electronics and Machinery

 100
F Street, NE

 Washington, D.C. 20549

Re:
 Oaktree Acquisition Corp.

 Amendment No. 4 to Registration Statement on Form S-1

 Filed July 16, 2019

 File No. 333-232444

Ladies and Gentlemen:

 This letter sets forth
responses of Oaktree Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in
your letter dated July 17, 2019, with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to
correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment.

In addition, the Company has revised Registration Statement and Exhibits 5.1 and 5.2 to the Registration Statement in response to the
Staff’s comments and the Company is concurrently filing an amendment to the Registration Statement with this letter, which includes these revised exhibits.

Amendment No. 4 to Registration Statement on Form S-1 filed July 16, 2019

 Calculation of Registration Fee, page i

1.
 Staff’s Comment: We note your revision to refer to shares issuable upon exercise of warrants.
However, it appears that you are not registering all shares issuable upon exercise of the warrants. Please clarify.

Response: The Company acknowledges the Staff’s comment and has revised the fee table to remove the registration of the
shares issuable upon exercise of warrants.

 Exhibit 4.4, page II-2

2.
 Staff’s Comment: Please reconcile the last bullet point on page 151 which refers to the requirement
that there be an effective registration statement with exhibit 4.4 section 6.2 which appears to provide that an effective registration statement is not required for the cashless exercise.

Response: The Company acknowledges the Staff’s comment and has revised pages 18 and 151 to indicate that the redemption
feature can be utilized if there is either an effective registration statement covering the issuance of the Class A ordinary shares issuable upon exercise of warrants pursuant to the relevant redemption feature or an exemption from registration
is available.

 Exhibit 5.1, page II-2

3.
 Staff’s Comment: We note your response to prior comment 1. It is unclear why the assumption
regarding legal status is appropriate because it is unclear how that issue is addressed by exhibit 5.2. Likewise it is unclear (1) whether the “requisite...legal capacity” mentioned in exhibit 5.1 exceeds
the capacity issues addressed by exhibit 5.2, and (2) how the assumption in exhibit 5.1 regarding corporate power to execute, deliver and perform all obligations under the warrant agreement is addressed by exhibit
5.2. Please file revised opinions as appropriate.

 Response: The Company acknowledges the
Staff’s comment and advises the Staff that Kirkland & Ellis LLP, counsel to the Company, has revised its opinion such that the assumptions it makes with respect to Cayman Islands law concepts tracks the relevant opinion addressed in
Exhibit 5.2.

 Exhibit 5.2, page II-2

4.
 Staff’s Comment: We note that Schedule 1 to the opinion refers to the Amended and Restated
Memorandum and Articles of Associated as being “adopted 12 July 2019” while your registration statement refers to articles of association that the registrant will adopt upon consummation of your offering.
Therefore, it is unclear how the second paragraph numbered 2 on page 2 of this exhibit is consistent with your offering. Please file a revised opinion accordingly. When filing a
revised opinion in response to this comment, please note that the opinion that you file to satisfy your obligation under Regulation S-K Item 601(b)(5) should not contain
assumptions regarding filing of corporate documents.

 Response: The Company acknowledges the
Staff’s comment and advises the Staff that Walkers, Cayman Islands counsel to the Company, has revised its opinion to clarify that the amended and restated memorandum and articles of association referenced in the opinion is the document that
was filed on July 12, 2019 in the Cayman Islands (the “A&R Articles”). Further, the Registration Statement has been revised to clarify that the A&R Articles, which is the subject of Walkers’ opinion, is the same document
that is referred to throughout the Registration Statement, and that the A&R Articles are currently in effect. Finally, the Company has filed as Exhibit 3.3 to the Registration Statement the Certificate of Incorporation referenced in Schedule 1
to the Walkers opinion.

 2

5.
 Staff’s Comment: We note your response to prior comment 4. Given that the opinion appears to define
the term, “Ordinary Shares,” as the shares mentioned in clause (i) on page 1 of this exhibit, it is unclear whether the opinion in the paragraph numbered 1 on page 2 of this
exhibit addresses the ordinary shares mentioned in clause (iii) on page 1. Please file a revised opinion that clarifies.

Response: The Company acknowledges the Staff’s comment and advises the Staff that Walkers, Cayman Islands counsel to the
Company, has revised its opinion to delete clause (iii) on page 1 and opinion number 2, as no shares issuable upon the exercise of warrants are being registered on the Registration Statement.

 3

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact Christian O. Nagler at (212) 446-4660 and Peter S. Seligson at (212) 446-4756 of Kirkland & Ellis LLP.

Sincerely,

 /s/ Patrick McCaney

Patrick McCaney

 Via E-mail:

cc:
 Christian O. Nagler

Peter S. Seligson

Kirkland & Ellis LLP

Paul D. Tropp

 Christopher J.
Capuzzi

 Ropes & Gray LLP

 4

July 17, 2019
Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
Re:Oaktree Acquisition Corp.
Amendment No. 4 to Registration Statement on Form S-1
Filed July 16, 2019
File No. 333-232444
Dear Mr. McCaney:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 15, 2019 letter.
Amendment No. 4 to Registration Statement on Form S-1 filed July 16, 2019
Calculation of Registration Fee, page i
1.We note your revision to refer to shares issuable upon exercise of warrants.  However, it
appears that you are not registering all shares issuable upon exercise of the warrants.
Please clarify.
Exhibit 4.4, page II-2
2.Please reconcile the last bullet point on page 151 which refers to the requirement that
there be an effective registration statement with exhibit 4.4 section 6.2 which appears to
provide that an effective registration statement is not required for the cashless exercise.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 July 17, 2019 Page 2
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
July 17, 2019
Page 2
Exhibit 5.1, page II-2
3.We note your response to prior comment 1.  It is unclear why the assumption regarding
legal status is appropriate because it is unclear how that issue is addressed by exhibit 5.2.
Likewise it is unclear (1) whether the "requisite...legal capacity" mentioned in exhibit 5.1
exceeds the capacity issues addressed by exhibit 5.2, and (2) how the assumption in
exhibit 5.1 regarding corporate power to execute, deliver and perform all obligations
under the warrant agreement is addressed by exhibit 5.2.  Please file revised opinions as
appropriate.
Exhibit 5.2, page II-2
4.We note that Schedule 1 to the opinion refers to the Amended and Restated Memorandum
and Articles of Associated as being “adopted 12 July 2019” while your registration
statement refers to articles of association that the registrant will adopt upon consummation
of your offering.  Therefore, it is unclear how the second paragraph numbered 2 on page 2
of this exhibit is consistent with your offering.  Please file a revised opinion accordingly.
When filing a revised opinion in response to this comment, please note that the opinion
that you file to satisfy your obligation under Regulation S-K Item 601(b)(5) should
not contain assumptions regarding filing of corporate documents.
5.We note your response to prior comment 4.  Given that the opinion appears to define
the term, "Ordinary Shares,"  as the shares mentioned in clause (i) on page 1 of this
exhibit, it is unclear whether the opinion in the paragraph numbered 1 on page 2 of this
exhibit addresses the ordinary shares mentioned in clause (iii) on page 1.  Please file a
revised opinion that clarifies.
            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 Russell Mancuso, Branch
Chief, at (202) 551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Christian O. Nagler, Esq.

CORRESP
1
filename1.htm

CORRESP

 Oaktree Acquisition Corp.

333 South Grand Avenue

28th Floor

 Los Angeles,
CA 90071

 July 16, 2019

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Electronics and Machinery

 100
F Street, NE

 Washington, D.C. 20549

Re:
 Oaktree Acquisition Corp.

Amendment No. 2 to Registration Statement on Form S-1

Filed July 12, 2019

File No. 333-232444

Ladies and Gentlemen:

 This letter sets forth
responses of Oaktree Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in
your letter dated July 15, 2019, with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to
correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment.

In addition, the Company has revised Exhibits 5.1 and 5.2 to the Registration Statement in response to the Staff’s comments and the
Company is concurrently filing an amendment to the Registration Statement with this letter, which includes these revised exhibits.

 Amendment
No. 2 to Registration Statement on Form S-1 filed July 12, 2019

Exhibit 5.1, page II-2

1.
 Staff’s Comment: We note your response to prior comment 1; however, if primary counsel is expressly
relying on local counsel’s opinion, primary counsel’s opinion must cover the law of the jurisdiction of organization. For guidance, see footnote 21 and the related text in Staff Legal Bulletin No 19. (October 14, 2011) available on the
Commission’s website. We note that exhibit 5.1 indicates that it expresses no opinion as to the applicability of any laws except the laws of the state of New York. Please file revised opinions as appropriate.

Response: The Company acknowledges the Staff’s comment and advises the Staff that Kirkland & Ellis LLP has revised
its opinion to delete the sentence indicating that it is relying on the opinion of Cayman Islands counsel, and inserting certain limited assumptions related to Cayman Islands law.

 Exhibit 5.2, page II-2

2.
 Staff’s Comment: We note your response to prior comment 3 and the assumption that the
“Memorandum and Articles of Association will remain the Memorandum and Articles of Association in effect on the issuance of the Ordinary Shares.” From Schedule 1 to the opinion, it appears that this assumption is referring to the Amended
and Restated Memorandum and Articles of Association filed as Exhibit 3.2 to the registration statement and that that corporate document is not yet in effect. As indicated in our prior comment 3, the opinion should not contain assumptions regarding
filing of corporate documents. Likewise, we note assumption 1 regarding who has been given power to execute documents and resolutions, assumption 2 that the Resolutions have been duly executed, and assumptions 6 and 7 regarding authorization of the
registration statement, warrant documents and underwriting agreement. Please file an opinion that does not contain inappropriate assumptions. For guidance, please refer to Part II.B.3.a of Staff Legal Bulletin
No. 19.

 Response: The Company acknowledges the Staff’s
comment and advises the Staff that Walkers has revised its opinion in response to the Staff’s comment.

3.
 Staff’s Comment: We note your response to prior comment 4. Given that opinion 2 opines in part that
“upon the issue of the Ordinary Shares..., delivery and payment therefore by the purchaser in accordance with the Memorandum and Articles of Association (as defined in Schedule 1) and in the manner contemplated by the Registration
Statement,” it remains unclear why the fifth assumption is necessary or appropriate. Please file a revised opinion accordingly.

Response: The Company acknowledges the Staff’s comment and advises the Staff that Walkers has revised its opinion in
response to the Staff’s comment.

4.
 Staff’s Comment: Given the how the terms “Ordinary Shares” and “Warrants” are
defined in clauses (i) on the first page of this exhibit, it is unclear whether the opinions in paragraphs 2 and 3 on page 2 of the exhibit refer to the securities included in the over-allotment option. Please file
an opinion that clarifies.

 Response: The Company acknowledges the Staff’s comment and advises
the Staff that Walkers has revised its opinion in response to the Staff’s comment.

5.
 Staff’s Comment: We note that the exhibit’s opinion regarding whether the shares are non-assessable addresses whether additional sums may be levied on the holder by the registrant. Please file an opinion that addresses whether the security holder is liable, solely because of security holder status,
for additional assessments or calls on the security by the registrant or its creditors. For guidance, see section II.B.1.a of Staff Legal Bulletin No. 1.

Response: The Company acknowledges the Staff’s comment and advises the Staff that Walkers has revised its opinion in
response to the Staff’s comment.

 2

6.
 Staff’s Comment: Given that the opinions in paragraphs 2 and 3 on page 2 appear to be conditioned on
the shares being issued in accordance with the Memorandum and Articles of Association, it is unclear whether counsel has determined that the offering as described in the prospectus satisfies the requirements of the Memorandum and Articles of
Association. Therefore, please file an opinion that addresses whether the offered shares will be when sold legally issued, which includes addressing whether the securities have been issued in compliance with the registrant’s Memorandum and
Articles of Association. For guidance, see Section II.B.1.a of Staff Legal Bulletin No. 19.

Response: The Company acknowledges the Staff’s comment and advises the Staff that Walkers has revised its opinion in
response to the Staff’s comment.

7.
 Staff’s Comment: Please address prior comment 5 as it applies to each place in which you counsel is
named in your registration statement. We note for example your disclosure on page 75.

 Response:
The Company acknowledges the Staff’s comment and advises the Staff that Walkers has revised its opinion in response to the Staff’s comment.

8.
 Staff’s Comment: Given clauses (f), (g) and (i) on page 4, it
appears that counsel may not have not made all legal conclusions necessary to determine enforceability. Please tell us why those clauses are necessary and appropriate.

Response: The Company acknowledges the Staff’s comment and advises the Staff that Walkers has deleted the enforceability
opinion in paragraph 4 from its opinion and has accordingly deleted all qualifications related to enforceability.

 3

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact Christian O. Nagler at (212) 446-4660 and Peter S. Seligson at (212) 446-4756 of Kirkland & Ellis LLP.

 Sincerely,

/s/ Patrick McCaney

 Patrick McCaney

 Via E-mail:

cc:
 Christian O. Nagler

Peter S. Seligson

Kirkland & Ellis LLP

Paul D. Tropp

 Christopher J.
Capuzzi

 Ropes & Gray LLP

 4

CORRESP
1
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CORRESPONDENCE

 Christian O. Nagler

To Call Writer Directly:

 (212) 446-4660

 cnagler@kirkland.com

 601 Lexington Avenue

New York, New York 10022

(212) 446-4800

www.kirkland.com

 Facsimile:

(212) 446-4900

 July 16, 2019

VIA EDGAR

 Division of Corporation Finance

Office of Electronics and Machinery

 United States Securities and
Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Tim Buchmiller and Geoff Kruczek

Re:
 Oaktree Acquisition Corp.

Registration Statement on Form S-1

Filed on June 28, 2019

File No. 333-232444

Dear Mr. Buchmiller and Mr. Kruczek:

 On behalf
of our client Oaktree Acquisition Corp., a Cayman Islands exempted company (the “Company”), we hereby respond to the letter from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated
July 10, 2019 with respect to the above-referenced registration statement (the “Registration Statement”). Set forth below is the Staff’s comments together with the Company’s response.

1. Staff’s comment: We have considered your response to prior comment 8. If the warrants are redeemable without any further action
or investment decision on the part of the warrant holders for securities of another entity, and the offering of those securities are not registered at the time of the initial offer and sale of the redeemable warrants, it continues to be unclear how
the offer and sale of redeemable warrants would be consistent with Section 5 of the Securities Act. Please revise as appropriate.

Response: The Company acknowledges the Staff’s comment.

The Company notes that it has revised the Registration Statement so that the warrants are no longer redeemable for securities and instead has
added that they are redeemable for cash at $0.10 per warrant if the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations
and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders. In such event, warrant holders may then make the investment decision to elect to exercise their warrants at which time a
registration statement for the issuance of the underlying shares would need to be effective or an exemption would have to be available.

 The Company still believes the offer and sale of the redeemable warrants as previously
proposed is consistent with Section 5 of the Securities Act. The previously contemplated redemption feature where securities of a successor entity could be used for redemption is a contractual feature fully disclosed to investors of the warrant
that is included as part of the Unit being offered and has become prevalent in offerings conducted by blank check companies for at least two years and is similar to mandatorily convertible securities. In addition, the Company believes this feature
is no different than provisions in typical bond offerings that have been registered with the Commission that provide that a successor to a registrant (by way of merger or transfer of assets) replaces the previous registrant pursuant to the terms
governing the debt security thereby creating a new security without any vote or action needed by the holders of the debt securities. Holders in this example would not have had any information about the surviving company at the time they made their
original investment decision to purchase the debt securities. In such situations, the Staff has taken the position that the original issuance and subsequent assumption is not in violation of Section 5 of the Securities Act. The Company further
believes that there is no meaningful distinction between a debt security and equity security with respect to this feature given the speculative nature of many debt securities. The Company respectfully notes that registering the securities of an
unknown successor is not a possibility and given the redemption is a contractual feature, it should not be viewed as an offer or sale.

Consistent with other transactions, in connection with a new issuer becoming obligated on the warrants, the Company would have caused the new
obligor to register the warrants and underlying common shares in the registration statement pursuant to which the new registrant would offer securities in connection with the proposed business combination.

Such terms would have provided more protection than the standard debt security registered for issuance with the Commission because the warrant
holders would be able to vote on the transaction pursuant to which a successor issuer would have been put in place as shareholders unless they elected to separate the unit being offered and transfer the associated Class A ordinary share and
therefore their right to vote on a transaction.

 The Staff has acknowledged that the acquirer of a derivative security that becomes a
security of another issuer by way of an acquirer assuming the derivative security of a target company and such derivative securities thereafter become derivative securities of the acquirer, does, the acquirer would not need an exemption for the
assumption of such derivative securities (Compliance & Disclosure Interpretations 271.17 - June 23, 2016).

 * * * *

 2

 We hope that the foregoing has been responsive to the Staff’s comment. If you have any
questions related to this letter, please contact me at (212) 446-4660.

Sincerely,

/s/ Christian O. Nagler

Christian O. Nagler

cc:
 Patrick McCaney

 Oaktree Acquisition Corp.

 Paul Tropp

 Ropes & Gray LLP

 3

July 15, 2019
Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
Re:Oaktree Acquisition Corp.
Amendment No. 2 to Registration Statement on Form S-1
Filed July 12, 2019
File No. 333-232444
Dear Mr. McCaney:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 11, 2019 letter.
Amendment No. 2 to Registration Statement on Form S-1 filed on July 12, 2019
Exhibit 5.1, page II-2
1.We note your response to prior comment 1; however, if primary counsel is expressly
relying on local counsel's opinion, primary counsel's opinion must cover the law of the
jurisdiction of organization.  For guidance, see footnote 21 and the related text in Staff
Legal Bulletin No 19. (October 14, 2011) available on the Commission's website.  We
note that exhibit 5.1 indicates that it expresses no opinion as to the applicability of any
laws except the laws of the state of New York.  Please file revised opinions as
appropriate.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 July 15, 2019 Page 2
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
July 15, 2019
Page 2
Exhibit 5.2, page II-2
2.We note your response to prior comment 3 and the assumption that the “Memorandum
and Articles of Association will remain the Memorandum and Articles of Association in
effect on the issuance of the Ordinary Shares.”  From Schedule 1 to the opinion, it appears
that this assumption is referring to the Amended and Restated Memorandum and Articles
of Association filed as Exhibit 3.2 to the registration statement and that that corporate
document is not yet in effect.  As indicated in our prior comment 3, the opinion should not
contain assumptions regarding filing of corporate documents.  Likewise, we note
assumption 1 regarding who has been given power to execute documents and resolutions,
assumption 2 that the Resolutions have been duly executed, and assumptions 6 and
7 regarding authorization of the registration statement, warrant documents and
underwriting agreement.  Please file an opinion that does not contain inappropriate
assumptions.  For guidance, please refer to Part II.B.3.a of Staff Legal Bulletin No. 19.
3.We note your response to prior comment 4.  Given that opinion 2 opines in part that "upon
the issue of the Ordinary Shares..., delivery and payment therefore by the purchaser in
accordance with the Memorandum and Articles of Association (as defined in Schedule 1)
and in the manner contemplated by the Registration Statement," it remains unclear why
the fifth assumption is necessary or appropriate.  Please file a revised opinion accordingly.
4.Given the how the terms "Ordinary Shares" and "Warrants" are defined in clauses (i) on
the first page of this exhibit, it is unclear whether the opinions in paragraphs 2 and 3 on
page 2 of the exhibit refer to the securities included in the over-allotment option.  Please
file an opinion that clarifies.
5.We note that the exhibit's opinion regarding whether the shares are non-assessable
addresses whether additional sums may be levied on the holder by the registrant.  Please
file an opinion that addresses whether the security holder is liable, solely because of
security holder status, for additional assessments or calls on the security by the
registrant or its creditors.  For guidance, see section II.B.1.a of Staff Legal Bulletin No. 1.
6.Given that the opinions in paragraphs 2 and 3 on page 2 appear to be conditioned on the
shares being issued in accordance with the Memorandum and Articles of Association, it is
unclear whether counsel has determined that the offering as described in the prospectus
satisfies the requirements of the Memorandum and Articles of Association.  Therefore,
please file an opinion that addresses whether the offered shares will be when sold legally
issued, which includes addressing whether the securities have been issued in compliance
with the registrant's Memorandum and Articles of Association.  For guidance, see Section
II.B.1.a of Staff Legal Bulletin No. 19.
7.Please address prior comment 5 as it applies to each place in which you counsel is named
in your registration statement.  We note for example your disclosure on page 75.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 July 15, 2019 Page 3
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
July 15, 2019
Page 3
8.Given clauses (f), (g) and (i) on page 4, it appears that counsel may not have not made all
legal conclusions necessary to determine enforceability.  Please tell us why those clauses
are necessary and appropriate.
            You may contact David Burton at (202) 551-3626 or Kevin Kuhar, Accounting Branch
Chief, at (202) 551-3662 if you have questions regarding comments on the financial statements
and related matters.  Please contact Tim Buchmiller at (202) 551-3635 or Russell Mancuso,
Legal Branch Chief Counsel, at (202) 551-3617 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery
cc:       Christian O. Nagler, Esq.

CORRESP
1
filename1.htm

CORRESP

 Credit Suisse Securities (USA) LLC

11 Madison Ave.

 New York, New York 10010

Deutsche Bank Securities Inc.

60 Wall Street

 New York, New York 10005

July 15, 2019

 VIA EMAIL &
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Electronics and Machinery

 100
F Street, N.E.

 Washington, D.C. 20549

 Attention: Tim
Buchmiller

Re:
 Oaktree Acquisition Corp. (the “Company”)

Registration Statement on Form S-1 (Registration
No. 333-232444)

 Dear Mr. Buchmiller:

In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Securities Act”), the undersigned
hereby joins the request of Oaktree Acquisition Corp. that the effectiveness for the above-captioned Registration Statement on Form S-1 (as amended through the date hereof) filed under the Securities Act be
accelerated by the Securities and Exchange Commission (the “Commission”) to 4:00 p.m. Eastern Time, on July 17, 2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland &
Ellis LLP, request by telephone that such Registration Statement be declared effective.

 Pursuant to Rule 460 under the Act, we wish to advise you that we
have effected the following distribution of the Company’s Preliminary Prospectus dated July 15, 2019:

(i)
 Dates of distribution: July 15, 2019 through the date hereof

(ii)
 Number of prospective underwriters to which the preliminary prospectus was furnished: 2

(iii)
 Number of prospectuses furnished to underwriters, dealers, institutions and others: approximately 1,050

 We, the undersigned, as representative of the several underwriters, have complied and will comply, and we have been informed by the
participating underwriters that they have complied and will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[Signature Page Follows]

 Very truly yours,

CREDIT SUISSE SECURITIES (USA) LLC

 Credit Suisse Securities
(USA) LLC

By:

 /s/ Stefanie Gallagher

Name: Stefanie Gallagher

Title:   Managing Director

 DEUTSCHE BANK SECURITIES INC.

Deutsche Bank Securities Inc.

By:

 /s/ Jack Rabun

Name: Jack Rabun

Title:   Managing Director

By:

 /s/ Bruce Harting

Name: Bruce Harting

Title:   Managing Director

 [Signature Page to Acceleration Request Letter]

CORRESP
1
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CORRESP

 Oaktree Acquisition Corp.

333 South Grand Avenue, 28th Floor

Los Angeles, CA 90071

July 15, 2019

 VIA EDGAR

Office of Electronics and Machinery

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

 Attention: Tim Buchmiller and
Geoff Kruczek

Re:
 Oaktree Acquisition Corp.

Registration Statement on Form S-1

File No. 333-232444

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, Oaktree Acquisition Corp. (the “Company”) hereby requests acceleration of the effective date of the above referenced Registration Statement to 4:00 p.m., Eastern Time, on July 17,
2019, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Kirkland & Ellis LLP, request by telephone that such Registration Statement be declared effective.

Please contact Christian O. Nagler, of Kirkland & Ellis LLP, special counsel to the Company, at (212)
446-4660, as soon as the registration statement has been declared effective, or if you have any other questions or concerns regarding this matter.

Sincerely,

/s/ Patrick McCaney

 Patrick McCaney

 Chief Executive
Officer

CORRESP
1
filename1.htm

CORRESP

 Oaktree Acquisition Corp.

333 South Grand Avenue

28th Floor

 Los Angeles,
CA 90071

 July 12, 2019

 VIA
EDGAR

 Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Electronics and Machinery

 100
F Street, NE

 Washington, D.C. 20549

Re:
 Oaktree Acquisition Corp.

 Amendment No. 1 to Registration Statement on Form S-1

 Filed July 9, 2019

 File No. 333-232444

Ladies and Gentlemen:

 This letter sets forth
responses of Oaktree Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in
your letter dated July 11, 2019, with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to
correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment.

In addition, the Company has revised Exhibits 5.1 and 5.2 to the Registration Statement in response to the Staff’s comments and the
Company is concurrently filing an amendment to the Registration Statement with this letter, which includes these revised exhibits.

 Amendment
No. 1 to Registration Statement on Form S-1 filed July 9, 2019

Exhibit 5.1, page II-1

1.
 Staff’s Comment: We note assumptions (a) through (d) in this opinion. The opinion that you file
to satisfy your obligations under Regulation S-K Item 601(b)(5) should not assume conclusions of law that are necessary requirements of the ultimate opinion. Although we will not comment if counsel indicates
in the New York law opinion that it relied on the filed Cayman Islands law opinion, New York counsel should not assume away relevant Cayman Islands law. See Securities Act Rule 436(f) and file an opinion that is revised as appropriate.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that
Kirkland & Ellis LLP has revised its opinion in accordance with the Staff’s comment, and such opinion has been refiled as Exhibit 5.1 to the Registration Statement.

 Exhibit 5.2, page II-1

2.
 Staff’s Comment: Please revise opinion 2 to make it clear that the opinion is opining on the
Ordinary Shares issuable upon exercise or redemption of the Warrants in the manner contemplated in the Warrant Documents. Also, please tell us, with a view toward filing a clarified opinion, why paragraph
(iv) appears to indicate that the registration statement registers the exercise of the warrants in the units, given the disclosure in your filing states that such registration is not included.

 Response: The Company acknowledges the Staff’s comment and advises the Staff that Walkers has revised
its opinion in accordance with the Staff’s comment, and such opinion has been refiled as Exhibit 5.2 to the Registration Statement (the “Walkers Opinion”).

3.
 Staff’s Comment: We note that the assumptions in sentences 2 and 3, including board authorization
and and filing of corporate documents. These appear to be inappropriate assumptions in that they assume that you have taken all corporate actions necessary to authorize the issuance of the securities being registered. Please file an opinion that
does not contain such assumptions. For guidance, please refer to Part II.B.3.a of Staff Legal Bulletin No. 19.

Response: The Company acknowledges the Staff’s comment and advises the Staff that the referenced assumptions have been
revised in the Walkers Opinion. Number 2 now assumes that the signatures appearing on the written consent of the Company’s board of directors are in fact the signatures of the directors of the Company. Number 3 now assumes that the
Company’s memorandum and articles of association, in effect on the date of the opinion, will in fact be unchanged on the date the ordinary shares are issued.

4.
 Staff’s Comment: Please tell us why the assumption in sentence 5, that the price in any event will
not be less than the stated par or nominal value of each Ordinary Share, is necessary and appropriate.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that, as a matter of Cayman
Islands law, ordinary shares are only “fully paid” where the nominal amount of the shares is paid up. The shares to be included as part of the units in the offering will be fully paid as the offering price of the units is $10, however as a
factual matter, Walkers must make this assumption since the shares have not yet been purchased for at least nominal value.

5.
 Staff’s Comment: Please file an opinion of counsel that also consents to such counsel being named in
the registration statement.

 Response: The Company acknowledges the Staff’s comment and
advises the Staff that the Walkers Opinion now contains the referenced consent.

6.
 Staff’s Comment: Paragraph 1 in Schedule 1 appears to incorrectly refer to Exhibit 3.1 as your
amended articles to be in effect upon consummation of this offering. Please file a revised opinion.

Response: The Company acknowledges the Staff’s comment and advises the Staff that the Walkers Opinion now contains the
correct exhibit reference.

 2

 We hope that the foregoing has been responsive to the Staff’s comments. If you have any
questions related to this letter, please contact Christian O. Nagler at (212) 446-4660 and Peter S. Seligson at (212) 446-4756 of Kirkland & Ellis LLP.

Sincerely,

 /s/ Patrick McCaney

Patrick McCaney

 Via E-mail:

cc:
 Christian O. Nagler

Peter S. Seligson

Kirkland & Ellis LLP

Paul D. Tropp

 Christopher J.
Capuzzi

 Ropes & Gray LLP

 3

July 11, 2019
Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
Re:Oaktree Acquisition Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed July 9, 2019
File No. 333-232444
Dear Mr. McCaney:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1 filed July 9, 2019
Exhibit 5.1, page II-1
1.We note assumptions (a) through (d) in this opinion.  The opinion that you file to satisfy
your obligations under Regulation S-K Item 601(b)(5) should not assume conclusions of
law that are necessary requirements of the ultimate opinion.  Although we will not
comment if counsel indicates in the New York law opinion that it relied on the filed
Cayman Islands law opinion, New York counsel should not assume away relevant
Cayman Islands law.  See Securities Act Rule 436(f) and file an opinion that is revised as
appropriate.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 July 11, 2019 Page 2
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
July 11, 2019
Page 2
Exhibit 5.2, page II-1
2.Please revise opinion 2 to make it clear that the opinion is opining on the Ordinary Shares
issuable upon exercise or redemption of the Warrants in the manner contemplated in the
Warrant Documents.  Also, please tell us, with a view toward filing a clarified opinion,
why paragraph (iv) appears to indicate that the registration statement registers the exercise
of the warrants in the units, given the disclosure in your filing states that such registration
is not included.
3.We note that the assumptions in sentences 2 and 3, including board authorization and and
filing of corporate documents.  These appear to be inappropriate assumptions in that they
assume that you have taken all corporate actions necessary to authorize the issuance of the
securities being registered.  Please file an opinion that does not contain such assumptions.
For guidance, please refer to Part II.B.3.a of Staff Legal Bulletin No. 19.
4.Please tell us why the assumption in sentence 5, that the price in any event will not be less
than the stated par or nominal value of each Ordinary Share, is necessary and appropriate.
5.Please file an opinion of counsel that also consents to such counsel being named in the
registration statement.
6.Paragraph 1 in Schedule 1 appears to incorrectly refer to Exhibit 3.1 as your amended
articles to be in effect upon consummation of this offering.  Please file a revised opinion.
            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.

July 10, 2019
Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
Re:Oaktree Acquisition Corp.
Registration Statement on Form S-1
Filed June 28, 2019
File No. 333-232444
Dear Mr. McCaney:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 24, 2019 letter.
Registration Statement on Form S-1
Redemption of warrants for Class A ordinary shares, page 151
1.We have considered your response to prior comment 8.  If the warrants are redeemable
without any further action or investment decision on the part of the warrant holders for
securities of another entity, and the offering of those securities are not registered at the
time of the initial offer and sale of the redeemable warrants, it continues to be unclear how
the offer and sale of redeemable warrants would be consistent with Section 5 of the
Securities Act.  Please revise as appropriate.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 July 10, 2019 Page 2
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
July 10, 2019
Page 2
            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.
            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.

CORRESP
1
filename1.htm

Oaktree Acquisition Corp.

333 South Grand Avenue

28th Floor

Los Angeles, CA 90071

June 28, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Office of Electronics and Machinery

100 F Street, NE

Washington, D.C. 20549

Re:                             Oaktree Acquisition Corp.
  Amendment No. 1 to Draft Registration Statement on Form S-1
 Submitted June 6, 2019
 CIK No. 0001773751

Ladies and Gentlemen:

This letter sets forth responses of Oaktree Acquisition Corp. (the “Company”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) set forth in your letter dated June 24, 2019, with respect to the above referenced Registration Statement on Form S-1 (the “Registration Statement”).

The text of the Staff’s comments has been included in this letter for your convenience, and we have numbered the paragraphs below to correspond to the numbers in the Staff’s letter. For your convenience, we have also set forth the Company’s response to each of the numbered comments immediately below each numbered comment.

In addition, the Company has revised the Registration Statement in response to the Staff’s comments and the Company is concurrently filing an amendment to the Registration Statement with this letter, which reflects these revisions and clarifies certain other information. Page numbers in the text of the Company’s responses correspond to page numbers in the Registration Statement, as so amended. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 1 to Draft Registration Statement on Form S-1

Election of Directors, page 22

1.                                      Staff’s Comment: Please disclose the substance of your response to prior comment 4 and include appropriate risk factor disclosure regarding the applicable exemptions to corporate governance rules on which you could rely.

Response: The Company acknowledges the Staff’s comment and has included a risk factor on page 77 that states that the Company may be considered a controlled company, and, although the Company does not intend to utilize the exemptions from NYSE corporate governance rules afforded to controlled companies, it may do so in the future.

Manner of conducting redemptions, page 31

2.                                      Staff’s Comment: We note your response to prior comment 5. Please expand your response to also address the percentage of your outstanding voting securities that are directly or indirectly owned of record by residents of the United States for purposes of the definition of “foreign private issuer” under Rule 405.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that, prior to the consummation of the offering, the Company believes that a majority of its voting securities will be indirectly owned of record by residents of the United States.  Following the consummation of the offering, 80% of the Company’s ordinary shares will be owned by public shareholders and held in street name through the facilities of the Depository Trust Company; as such, the Company cannot predict whether a majority of its outstanding ordinary shares will be held by residents of the United States.  For this reason, and the reasons stated in the Company’s letter dated June 6, 2019, the Company does not consider itself a foreign private issuer and does not intend to utilize the exemptions available to foreign private issuers prior to the consummation of the initial business combination.

If we are unable to consummate an initial business combination..., page 53

3.                                      Staff’s Comment: As requested by prior comment 9, clarify the duration of the liquidation process.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure throughout the Registration Statement to clarify that the Company will liquidate the trust account as promptly as possible, but not more than ten business days after ceasing operations.

We are not registering the Class A ordinary shares issuable upon exercise of the warrants, page 54

4.                                      Staff’s Comment: As requested by prior comment 10, 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.

Response: The Company acknowledges the Staff’s comment and has revised the risk factor on page 54 to disclose that the sponsor and other insiders in certain circumstances may be able to exercise their warrants and sell the underlying ordinary shares at a time when public warrant holders are unable to exercise their warrants and sell the underlying ordinary shares.

2

We may issue …, page 57

5.                                      Staff’s Comment: Your response to prior comment 11 relates to additional shares “issued in connection with an initial business combination.” Your revisions on page 58 relate to additional shares issued prior to an initial business combination. Please reconcile.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 58 and 163 to clarify that any shares issued prior to or in connection with an initial business combination will not participate in any vote of shareholders taken prior to or in connection with an initial business combination.

Redemption of Public Shares and Liquidation If No Initial Business Combination, page 113

6.                                      Staff’s Comment: Although we note your revised disclosure in response to prior comment 12 regarding your beliefs, it remains unclear whether shareholders who receive funds from the trust account in connection with a liquidation could be liable for amounts greater than the amount they so received. Please revise your disclosure to clarify it this is a possible outcome.

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on page 116 to state definitively that any liability of a shareholder for claims made by creditors after the Company’s liquidation will be limited to the amount that such shareholder received from the trust account.

Principal Shareholders, page 134

7.                                      Staff’s Comment: We note from your response to prior comment 13 that the entity that controls your sponsor is controlled by a board of managers. Please revise footnote 3 to identify the natural persons on the board of managers who have or share voting and/or dispositive power with respect the securities held by your sponsor.

Response: The Company acknowledges the Staff’s comment and has revised footnote 3 on page 138 to name the individuals that serve on the board of managers of Oaktree Capital Group Holdings GP, LLC and to note that none of these individuals has voting or dispositive power over the securities held by our sponsor.

Redemption of warrants for Class A ordinary shares, page 146

8.                                      Staff’s Comment: From your response to prior comment 17, it appears that purchasers of your warrants could be required to accept securities of another entity without any further action on their part. If the other entity’s securities are not registered for sale at the time of your offer and sale of the warrants, please provide us your analysis of how the offer and sale of the warrants would be consistent with Section 5 of the Securities Act.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it is not possible for the Company to register securities that the warrants may be exercised or redeemed for other than the Class A ordinary shares at this time.  The Company believes that this redemption feature is a feature of a security, but the feature itself is not a security. The Company has disclosed to potential investors that the warrants may be redeemed for securities other than the Class A ordinary shares if in the future the warrants become exercisable for a security other than the Class A ordinary shares (for instance, if the Company is not the surviving company in its initial business combination).  Further, the Company has included a risk factor regarding the

3

fact that the warrants may become redeemable for a security other than the Class A ordinary shares on page 55.

The Company respectfully advises the Staff that it does not believe that the redemption feature of the warrants to be sold as part of units in the offering is distinguishable from a common feature in publicly issued warrants whereby such warrants become exercisable for an alternative security upon a merger or other business combination of the issuer.  In such a case, a warrant holder would have made an investment decision with respect to a security of an original issuer but would essentially have that security mandatorily “exchanged” for a security of another issuer. Another common example is a corporate bond issuer that consummates a business combination where it is not the surviving entity — the payment of principal and interest of such issuer’s outstanding bonds then become the obligation of the surviving company. Bondholders in this example would not have had any information about the surviving company at the time they made their original investment decision to purchase the bonds. In such situations, the Company believes that the Staff would generally not take the position that the issuance is in violation of Section 5 of the Securities Act.

4

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions related to this letter, please contact Christian O. Nagler at (212) 446-4660 and Peter S. Seligson at (212) 446-4756 of Kirkland & Ellis LLP.

Sincerely,

/s/ Patrick   McCaney

Patrick McCaney

Via E-mail:

cc:                                Christian O. Nagler

Peter S. Seligson

Kirkland & Ellis LLP

Paul D. Tropp

Christopher J. Capuzzi

Ropes & Gray LLP

5

June 24, 2019
Patrick McCaney
Chief Executive Officer
Oaktree Acquisition Corp.
333 South Grand Avenue
28th Floor
Los Angeles, CA 90071
Re:Oaktree Acquisition Corp.
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted June 6, 2019
CIK No. 0001773751
Dear Mr. McCaney:
            We have reviewed your amended 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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our May 29, 2019 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1
Election of Directors, page 22
1.Please disclose the substance of your response to prior comment 4 and include appropriate
risk factor disclosure regarding the applicable exemptions to corporate governance rules
on which you could rely.
Manner of conducting redemptions, page 31
2.We note your response to prior comment 5.  Please expand your response to also address
the percentage of your outstanding voting securities that are directly or indirectly owned
of record by residents of the United States for purposes of the definition of "foreign

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 June 24, 2019 Page 2
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
June 24, 2019
Page 2
private issuer" under Rule 405.
If we are unable to consummate an initial business combination..., page 53
3.As requested by prior comment 9, clarify the duration of the liquidation process.
We are not registering the Class A ordinary shares issuable upon exercise of the warrants, page
54
4.As requested by prior comment 10, 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.
We may issue . . ., , page 57
5.Your response to prior comment 11 relates to additional shares "issued in connection with
an initial business combination."  Your revisions on page 58 relate to additional shares
issued prior to an initial business combination.  Please reconcile.
Redemption of Public Shares and Liquidation If No Initial Business Combination, page 113
6.Although we note your revised disclosure in response to prior comment 12 regarding your
beliefs, it remains unclear whether shareholders who receive funds from the trust account
in connection with a liquidation could be liable for amounts greater than the amount they
so received.  Please revise your disclosure to clarify it this is a possible outcome.
Principal Shareholders, page 134
7.We note from your response to prior comment 13 that the entity that controls your
sponsor is controlled by a board of managers.  Please revise footnote 3 to identify the
natural persons on the board of managers who have or share voting and/or dispositive
power with respect the securities held by your sponsor.
Redemption of warrants for Class A ordinary shares, page 146
8.From your response to prior comment 17, it appears that purchasers of your warrants
could be required to accept securities of another entity without any further action on their
part.  If the other entity’s securities are not registered for sale at the time of your offer and
sale of the warrants, please provide us your analysis of how the offer and sale of the
warrants would be consistent with Section 5 of the Securities Act.

 FirstName LastNamePatrick McCaney
 Comapany NameOaktree Acquisition Corp.
 June 24, 2019 Page 3
 FirstName LastName
Patrick McCaney
Oaktree Acquisition Corp.
June 24, 2019
Page 3
            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.

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.