UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 20, 2024
OCA Acquisition Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-39901 |
|
85-2218652 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
1345 Avenue of the Americas, 33rd Floor
New York, NY |
|
10105 |
(Address of principal executive
offices) |
|
(Zip Code) |
(212)
201-8533
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under
any of the following provisions:
| ☒ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one Redeemable Warrant |
|
OCAXU |
|
The Nasdaq Stock Market
LLC |
Class A Common Stock, par value $0.0001 per share, included as part of the Units |
|
OCAX |
|
The Nasdaq Stock Market
LLC |
Redeemable Warrants included as part of the Units, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 |
|
OCAXW |
|
The Nasdaq Stock Market
LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.
On
February 20, 2024, the board of directors of OCA Acquisition Corp., a Delaware corporation (the “Company”), approved
a draw of an aggregate of $90,000 (the “Extension Funds”) pursuant to the Promissory Note (the “Note”),
dated as of January 11, 2024, between the Company and OCA Acquisition Holdings LLC (the “Sponsor”), which Extension
Funds the Company deposited into the Company’s trust account for its public stockholders on February 20, 2024. This deposit enables
the Company to extend the date by which it must complete its initial business combination from February 20, 2024 to March 20, 2024 (the
“Extension”). The Extension is the first of eleven one-month extensions permitted under the Company’s amended
and restated certificate of incorporation and provides the Company with additional time to complete its initial business combination.
The Note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company
does not consummate an initial business combination, the Note will be repaid only from funds remaining outside of the Company’s
trust account, if any, or will be forfeited, eliminated, or otherwise forgiven. Pursuant to the Sponsor Support Agreement, dated as of
December 21, 2023, by and among the Company, the Sponsor, Antara Total Return SPAC Master Fund LP, Powermers Smart Industries, Inc. ("PSI")
and each of the officers and directors of the Company, entered into in connection with the proposed business combination between the
Company and PSI (the "Business Combination"), the Sponsor agreed to convert the total principal amount then-outstanding under
the Note into warrants of the Company at a price of $1.00 per warrant, which warrants will be identical to the public warrants of the
Company, upon the closing of the Business Combination.
Additional
Information about the Business Combination and Where to Find It
In
connection with the Business Combination, PSI intends to file with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 (the “Registration Statement”), which will include a preliminary proxy statement
of OCA and a preliminary prospectus of PSI relating to the securities of PSI to be issued in connection with the Business Combination
with the SEC. After the Registration Statement is declared effective, OCA will mail a definitive proxy statement relating to the Business
Combination and other relevant documents to its stockholders. The Registration Statement, including the proxy statement/prospectus contained
therein, when declared effective by the SEC, will contain important information about the Business Combination and the other matters
to be voted upon at a meeting of OCA’s stockholders to be held to approve the Business Combination (and related matters). This
Current Report on Form 8-K (this “Report”) is not a substitute for the Registration Statement, the definitive proxy
statement/final prospectus or any other document that OCA will send to its stockholders in connection with the Business Combination.
This Report does not contain all the information that should be considered concerning the Business Combination and other matters and
is not intended to provide the basis for any investment decision or any other decision in respect of such matters. OCA and PSI may also
file other documents with the SEC regarding the Business Combination. Investors and security holders of OCA are advised to read, when
available, the proxy statement/prospectus in connection with OCA’s solicitation of proxies for its special meetings of stockholders
to be held to approve the Business Combination (and related matters) and other documents filed in connection with the Business Combination,
as these materials will contain important information about OCA, PSI and the Business Combination.
When
available, the definitive proxy statement and other relevant materials for the Business Combination will be mailed to stockholders of
OCA as of a record date to be established for voting on the Business Combination. OCA’s stockholders will also be able to obtain
copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or that will
be filed with the SEC by OCA through the website maintained by the SEC at www.sec.gov, or by directing a request to OCA Acquisition Corp.,
1345 Avenue of the Americas, 33rd Floor, New York, NY 10105 or by telephone at (212) 201-8533.
Participants
in the Solicitation of Proxies
OCA,
PSI and their respective directors and officers may be deemed participants in the solicitation of proxies of stockholders of OCA in connection
with the Business Combination. OCA’s security holders and other interested persons may obtain, without charge, more detailed information
regarding the directors and officers of OCA. A description of their interests in OCA is contained in OCA’s final prospectus related
to its initial public offering, dated January 19, 2021, and in OCA’s subsequent filings with the SEC. Information regarding the
persons who may, under SEC rules, be deemed participants in the solicitation of proxies of OCA’s security holders in connection
with the Business Combination and other matters to be voted upon at the special meetings of stockholders of OCA will be set forth in
the Registration Statement for the Business Combination when available. Additional information regarding the interests of participants
in the solicitation of proxies in connection with the Business Combination will be included in the Registration Statement that PSI intends
to file with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.
INVESTMENT
IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY
PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
No
Offer or Solicitation
This
Report relates to a proposed business combination between OCA and PSI. This Report does not constitute an offer to sell or exchange,
or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any
such jurisdiction. This Report does not constitute a solicitation of a proxy, consent or authorization with respect to any securities
or in respect of the proposed transaction.
Forward-Looking
Statements
Certain
statements contained in this Report that are not historical facts are forward-looking statements. Forward-looking statements are often
accompanied by words such as “believe,” “may”, “will”, “estimate”, “continue”,
“expect”, “intend”, “should”, “plan”, “forecast”, “potential”,
“seek”, “future”, “look ahead”, “target”, “design”, “develop”,
“aim” and similar expressions to predict or indicate future events or trends, although not all forward-looking statements
contain these words. Forward-looking statements generally relate to future events or OCA’s or PSI’s future financial or operating
performance, including possible or assumed future results of operations, business strategies, debt levels, competitive position, industry
environment, potential growth opportunities, the effects of regulation, the satisfaction of closing conditions to the Business Combination
and related transactions, the level of redemptions by OCA’s public stockholders and the timing of the completion of the Business
Combination, including the anticipated closing date of the Business Combination and the use of the cash proceeds therefrom. For example,
statements regarding anticipated growth in the industry in which PSI operates and anticipated growth in demand for PSI’s products,
projections of PSI’s future financial results, including future possible growth opportunities for PSI and other metrics are forward-looking
statements. These forward-looking statements also include, but are not limited to, statements regarding the use of PSI’s technology
in pursuit of a carbon neutral future, the development and utilization of the PSI’s technologies in various sectors, licensing
and other transactions with manufacturing partners and other third parties, estimates and forecasts of other financial and performance
indicators and predictions of market opportunities. These statements are based on various assumptions (whether or not identified in this
Report) and the current expectations of OCA and PSI management, and are not predictions of actual performance. These forward-looking
statements are provided for illustrative purposes only and are not intended to serve as and must not be relied on by any investor as
a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and situations are difficult
or impossible to predict and may differ from assumptions. Many actual events and situations are beyond the control of OCA and PSI.
These
forward-looking statements are subject to a variety of risks, uncertainties and other factors, including (i) the occurrence of any event,
change or other circumstances that could give rise to the termination of negotiations and any subsequent definitive agreements with respect
to the Business Combination; (ii) the outcome of any legal proceedings that may be instituted against OCA, PSI or others following this
announcement and any definitive agreements with respect thereto; (iii) the inability to complete the Business Combination due to the
failure to obtain approval of the stockholders of OCA and of PSI, to obtain financing to complete the Business Combination, or to satisfy
other conditions to closing; (iv) changes to the proposed structure of the Business Combination that may be required or appropriate as
a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business Combination; (v) the ability
to meet stock exchange listing standards in connection with, or following the consummation of, the Business Combination; (vi) the risk
that the announcement and consummation of the Business Combination disrupts current plans and operations of PSI; (vii) the ability to
recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability
of the combined company to grow and manage growth profitably, maintain key relationships and retain its management and key employees:
(viii) costs related to the Business Combination; (ix) changes in applicable laws or regulations; (x) the inability to develop or monetize
PSI’s technologies in a timely or successful manner; (xi) PSI’s ability to enter into licensing, manufacturing and other
agreements with third parties on satisfactory terms; (xii) the changes in domestic and foreign business, market, financial, political
and legal conditions; (xiii) risks related to domestic and international political and macroeconomic uncertainty, including the conflicts
between Russia and Ukraine and Israel and Hamas; (xiv) the amount of redemption requests made by OCA’s public stockholders; (xv)
risks related to the launch of the PSI business and the timing of expected business milestones; (xvi) the impact of competition on PSI
future business; (xvii) regulatory, economic and market risks related to the conduct of PSI's business in China; and (xviii) other risks
and uncertainties set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements”
in OCA’s final prospectus relating to its initial public offering, dated January 19, 2021, OCA’s Annual Report on Form 10-K
for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q, in each case, under the heading “Risk Factors,”
and other documents to be filed by OCA and PSI with the SEC, including the proxy statement/prospectus. There may be additional risks
that neither OCA nor PSI presently know or that OCA and PSI currently believe are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements. If any of these risks become a reality, or if our assumptions prove to
be incorrect, the actual results may differ materially from the results implied by these forward-looking statements. In addition, forward-looking
statements reflect the expectations, plans, or forecasts of future events and opinions of OCA or PSI, as applicable, on the date of this
Report. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. OCA and PSI
expect that subsequent events and developments will cause the assessments of OCA and PSI to change. Neither OCA nor PSI undertakes any
duty to update or revise these forward-looking statements or to inform the viewer of any matters of which any of them becomes aware of
which may affect any matter referred to in this Report. If OCA and PSI do update one or more forward looking statements, no inference
should be drawn that OCA and PSI will make additional updates thereto or with respect to other forward-looking statements. These forward-looking
statements should not be relied upon as representing OCA’s and PSI’s assessments as of any date subsequent to the date of
this filing. You should consult with their professional advisors to make their own determinations and should not rely on the forward-looking
statements in this Report.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
February 22, 2024
|
OCA ACQUISITION CORP. |
|
|
|
By: |
/s/ Jeffrey Glat |
|
Name: |
Jeffrey Glat |
|
Title: |
Chief Financial Officer |
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