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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): January 9, 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.
As
disclosed in the definitive proxy statement filed by OCA Acquisition Corp., a Delaware corporation (“OCA”) with the
Securities and Exchange Commission (the “SEC”) on December 15, 2023 (the “Extension Proxy Statement”),
relating to the special meeting of stockholders (the “Extension Meeting”), OCA Acquisition Holdings LLC, a Delaware
limited liability company (the “Sponsor”), agreed that if the Extension Amendment Proposal (as defined below) was
approved, it or one or more of its affiliates, members or third-party designees (the “Lender”) will contribute to
OCA as a loan $90,000 to be deposited into the trust account established in connection with OCA’s initial public offering (the
“Trust Account”). In addition, in the event OCA does not consummate an initial business combination by the Charter
Extension Date (as defined below), the Lender will contribute to the Company as a loan up to $990,000 in eleven equal installments to
be deposited into the Trust Account for each of the eleven one-month extensions following the Charter Extension Date.
On
January 9, 2024, the stockholders of OCA approved the Extension Amendment Proposal (as defined below) at the Extension Meeting (as described
in Item 5.07 of this Current Report on Form 8-K). Accordingly, on January 11, 2024, OCA issued an unsecured promissory note in the principal
amount of $1,080,000 (the “Note”) to the Sponsor. The Note does not bear interest and matures upon closing of OCA’s
initial business combination (a “Business Combination”). In the event that OCA does not consummate a Business Combination,
the Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. The
proceeds of the Note have been deposited in the Trust Account in connection with the Charter Amendment (as defined below).
The
foregoing description of the Note is qualified in its entirety by reference to the full text of the Note, which is incorporated by reference
herein and filed herewith as Exhibit 10.1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
January 9, 2024, OCA held the Extension Meeting to approve an amendment to OCA’s amended and restated certificate of incorporation
(the “Charter”) to extend the date (the “Termination Date”) by which OCA has to consummate a business
combination from January 20, 2024 (the “Previous Termination Date”) to February 20, 2024 (the “Charter Extension
Date”) and to allow OCA, without another stockholder vote, to elect to extend the Termination Date to consummate a Business
Combination on a monthly basis up to eleven times by an additional one month each time after the Charter Extension Date, by resolution
of OCA’s board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination
Date, until January 20, 2025, or a total of up to twelve months after the Previous Termination Date, unless the closing of a Business
Combination shall have occurred prior thereto (the “Extension Amendment Proposal”). Additionally, OCA held the Extension
Meeting to approve an amendment to the Charter to eliminate the limitation that OCA may not redeem shares of Class A common stock, par
value $0.0001 per share, of OCA (the “Class A Common Stock”) to the extent that such redemption would result in OCA
having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934,
as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow OCA to redeem shares of Class
A Common Stock irrespective of whether such redemption would exceed the Redemption Limitation (the “Redemption Limitation Amendment
Proposal”).
The
stockholders of OCA approved the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal (together, the “Charter
Amendment”) at the Extension Meeting and on January 11, 2024, OCA filed the Charter Amendment with the Delaware Secretary of
State.
The
foregoing description is qualified in its entirety by reference to the Charter Amendment, a copy of which is attached as Exhibit 3.1
hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
January 9, 2024, OCA held the Extension Meeting to approve the Extension Amendment Proposal, the Redemption Limitation Amendment Proposal
and the Adjournment Proposal, each as more fully described in the Extension Proxy Statement. As there were sufficient votes to approve
the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the Adjournment Proposal was not presented to stockholders.
Holders
of 6,247,292 shares of Class A Common Stock and Class B common stock, par value $0.0001 per share, of OCA (the “Class B Common
Stock,” and, together with the Class A Common Stock, the “Common Stock”) held of record as of December 7,
2023, the record date for the Extension Meeting, were present in person or by proxy, representing approximately 81.8% of the voting power
of shares of the Common Stock as of the record date for the Extension Meeting, and constituting a quorum for the transaction of business.
The
voting results for the Extension Amendment Proposal were as follows:
The
Extension Amendment Proposal
For |
|
Against |
|
Abstain |
5,636,636 |
|
610,656 |
|
0 |
The
Redemption Limitation Amendment Proposal
For |
|
Against |
|
Abstain |
5,647,085 |
|
600,207 |
|
0 |
The
Adjournment Proposal
OCA
had solicited proxies in favor of an Adjournment Proposal which would have given OCA authority to adjourn the Extension Meeting to solicit
additional proxies. As sufficient shares were voted in favor of the Extension Amendment Proposal and Redemption Limitation Amendment
Proposal, this proposal was not voted upon at the Extension Meeting.
In
connection with the vote to approve the Charter Amendment, the holders of shares of Class A Common
Stock properly exercised their right to redeem their shares (and did not withdraw their redemption) for cash at a redemption price
of approximately $10.83 per share, for an aggregate redemption amount of approximately $9,778,698.
Item
8.01. Other Events.
On
January 11, 2024, the Sponsor converted an aggregate of 300,000 shares of Class B Common Stock into shares of Class A Common Stock on
a one-for-one basis. The Sponsor waived any right to receive funds from the Trust Account with respect to the shares of Class A Common
Stock received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original
shares of Class B Common Stock under the terms of that certain letter agreement, dated as of January 14, 2021, by and among, OCA, its
officers and directors and the Sponsor.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
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:
January 12, 2024
|
OCA ACQUISITION CORP. |
|
|
|
By: |
/s/
David Shen |
|
Name: |
David Shen |
|
Title: |
Chief Executive Officer and President |
3
Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
OCA ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
OCA ACQUISITION CORP. (the
“Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby
certify as follows:
| 1. | The name of the Corporation is “OCA Acquisition
Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State
of Delaware on July 28, 2020 (the “Original Certificate”). An amended and restated certificate of incorporation of the
Corporation was filed with the Secretary of State of the State of Delaware on January 14, 2021 (the “Amended and Restated Certificate
of Incorporation”). An amendment to the amended and restated certificate of incorporation of the Corporation was filed with the
Secretary of State of the State of Delaware on January 19, 2023. |
| 2. | This Second Amendment to the Amended and Restated Certificate
of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Second Amendment to the Amended and Restated Certificate
of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders
in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 4. | The text of Section 9.1(b) of Article IX is
hereby amended and restated to read in full as follows: |
(b) Immediately
after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds
of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration
statement on Form S-1, as initially filed with the Securities and Exchange Commission (the “SEC”) on December
23, 2020, as amended (the “Registration Statement”), shall be deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration
Statement. Except for the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account (including
the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the
completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation
does not complete its initial Business Combination by February 20, 2024 (the “Termination Date”) (or up to January
20, 2025, if applicable under the provisions of this Section 9.1(b) below) and (iii) the redemption of Offering Shares in connection
with a vote seeking to amend any provisions of this Amended and Restated Certificate relating to stockholders’ rights or pre-initial
Business Combination activity (as described in Section 9.7). Holders of shares of the Common Stock included as part of
the units sold in the Offering (the “Offering Shares”) (whether such Offering Shares were purchased in the Offering
or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation,
or any affiliates of any of the foregoing) are referred to herein as “Public Stockholders.” In the event that the Corporation
has not consummated an initial Business Combination by the Termination Date, the Board of Directors may, without another stockholder vote,
elect to extend the period of time to consummate a Business Combination on a monthly basis for up to eleven times by an additional one
month each time after February 20, 2024, by resolution of the Board of Directors if requested by OCA Acquisition Holdings LLC (the “Sponsor”),
and upon five days’ advance notice prior to the applicable Termination Date, until January 20, 2025, provided that the Sponsor (or
one or more of its affiliates or permitted designees) (the “Lender”) will deposit into the Trust Account $90,000 for
an aggregate deposit of up to $990,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing,
unsecured promissory note issued by the Corporation to the Lender. If the Corporation completes its initial Business Combination, it will
repay the amounts loaned under the promissory note. If the Corporation does not complete a Business Combination by the Termination Date,
the loans will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.
| 5. | The text of Section 9.2(a) of Article IX is hereby amended
and restated to read in full as follows: |
(a)
Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity
to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations
of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption
Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof
(the “Redemption Price”). Notwithstanding anything to the contrary contained in this Amended and Restated Certificate, there
shall be no Redemption Rights or liquidating distributions with respect to any warrant issued pursuant to the Offering.
| 6. | The text of Section 9.2(d) of Article IX is
hereby amended and restated to read in full as follows: |
(d) In the event that
the Corporation has not consummated an initial Business Combination by the Termination Date (or up to January 20, 2025, if applicable
under the provisions of Section 9.1(b)), the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as
promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100%
of the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the
aggregate amount then on deposit in the Trust Account, including interest not previously released to the Corporation to pay its franchise
and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding
Offering Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject
in each case to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable
law.
| 7. | The text of Section 9.7 of Article IX is hereby
amended and restated to read in full as follows: |
Additional Redemption
Rights. If, in accordance with Section 9.1(a), any amendment is made to Section 9.2(d) to
modify the substance or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not
consummated an initial Business Combination by the Termination Date (or up to January 20, 2025, if applicable under the provisions of
Section 9.1(b)) or with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity,
the Public Stockholders shall be provided with the opportunity to redeem their Offering Shares upon the approval of any such amendment,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously
released to the Corporation to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares; provided,
however, that any such amendment will be voided, and this Article IX will remain unchanged, if any stockholders
who wish to redeem are unable to redeem due to the Redemption Limitation.
IN WITNESS WHEREOF, OCA Acquisition
Corp. has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its
behalf by an authorized officer as of this 11th day of January 2024.
OCA ACQUISITION CORP. |
|
|
|
By: |
/s/ David Shen |
|
Name: |
David Shen |
|
Title: |
Chief Executive Officer |
|
3
Exhibit 10.1
THIS PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY NOTE
Total Principal Amount: up to $1,080,000 |
Dated as of January 11, 2024 |
(as set forth on the Schedule
of Borrowings attached hereto)
OCA Acquisition Corp., a Delaware
corporation and blank check company (the “Maker”), promises to pay to the order of OCA Acquisition Holdings LLC, a
Delaware limited liability company, or its registered assigns or successors in interest (the “Payee”), the Total Principal
Amount (as defined below) in lawful money of the United States of America, on the terms and conditions described below. All payments on
this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account
as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.
1. Principal. The initial
principal balance of this Note of $90,000, funded within five (5) business days of the date hereof by the Payee (the “Initial
Principal Amount”), together with any funds drawn down by the Maker following the date hereof pursuant to Section 3 below
(together with the Initial Principal Amount, the “Total Principal Amount”) shall be due and payable on the consummation
of the Maker’s initial merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business
combination with one or more businesses or entities (a “Business Combination”). The Payee understands that if a Business
Combination is not consummated, this Note will be repaid solely to the extent that the Maker has funds available to it outside of its
trust account established in connection with its initial public offering of its securities (the “Trust Account” and
such offering, the “IPO”), and that all other amounts will be contributed to capital, forfeited, eliminated or otherwise
forgiven or eliminated.
2. Interest. No interest
shall accrue on the unpaid principal balance of this Note.
3. Drawdown Requests.
Maker and Payee agree that Maker may request an additional aggregate amount of up to $990,000 (the “Maximum Drawdown Amount”),
which may be drawn down in eleven equal tranches (each a “Drawdown Request”).
Each Drawdown Request must be for $90,000 unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than
three (3) business days after receipt of a Drawdown Request. Once an amount is drawn down under this Note, it shall not be available
for future Drawdown Requests even if prepaid. No fees, payments or other amounts shall be due to
Payee in connection with, or as a result of, any Drawdown Request by the Maker.
4. Application of Payments.
All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under this Note, including
(without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of
the unpaid principal balance of this Note.
5. Events of Default. The following shall
constitute an event of default (“Event of Default”):
(a) Failure to Make Required
Payments. Failure by the Maker to pay the principal amount due pursuant to this Note within five (5) business days following the date
when due.
(b) Voluntary Bankruptcy,
Etc. The commencement by the Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization, rehabilitation
or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of the Maker or for any substantial part of its property, or the making by it of any assignment
for the benefit of creditors, or the failure of the Maker generally to pay its debts as such debts become due, or the taking of corporate
action by the Maker in furtherance of any of the foregoing.
(c) Involuntary Bankruptcy,
Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of the Maker in an involuntary
case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of the Maker or for any substantial part of its property, or ordering the winding-up or liquidation
of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty (60) consecutive days.
6. Remedies.
(a) Upon the occurrence of an
Event of Default specified in Section 5(a) hereof, the Payee may, by written notice to the Maker, declare this Note to be due immediately
and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall become immediately due
and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything contained
herein or in the documents evidencing the same to the contrary notwithstanding.
(b) Upon the occurrence of an
Event of Default specified in Sections 5(b) and 5(c) hereof, the unpaid principal balance of this Note, and all other sums payable with
regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of the Payee.
7. Waivers. The Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and
notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by the Payee under the
terms of this Note, and all benefits that might accrue to the Maker by virtue of any present or future laws exempting any property, real
or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and the Maker agrees that any real
estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may be sold upon
any such writ in whole or in part in any order desired by the Payee.
8. Unconditional Liability.
The Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of
this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party, and shall not be
affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by the Payee, and
consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by the Payee with respect to the payment
or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without
notice to the Maker or affecting the Maker’s liability hereunder.
9. Notices. All notices,
statements or other documents which are required or contemplated by this Note shall be: (i) in writing and delivered personally or sent
by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated
in writing, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may be designated
in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed
to have been given on the day of delivery, if delivered personally, on the business day following receipt of written confirmation, if
sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after
mailing if sent by mail.
10. Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.
11. Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.
12. Trust Waiver. Notwithstanding
anything herein to the contrary, the Payee hereby waives any and all right, title, interest or claim of any kind (“Claim”)
in or to any monies in, or any distribution of or from, the Trust Account, and hereby agrees not to seek recourse, reimbursement, payment
or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Payee hereby agrees not to make any Claim against
the Trust Account (including any distributions therefrom), regardless of whether such Claim arises as a result of, in connection with
or relating in any way to, this Note, or any other matter, and regardless of whether such Claim arises based on contract, tort, equity
or any other theory of legal liability. To the extent the Payee commences any action or proceeding based upon, in connection with, relating
to or arising out of any matter relating to the Maker (including this Note), which proceeding seeks, in whole or in part, monetary relief
against the Maker, the Payee hereby acknowledges and agrees that its sole remedy shall be against funds held outside of the Trust Account
and that such Claim shall not permit the Maker (or any person claiming on its behalf or in lieu of it) to have any claim against the Trust
Account (including any distributions therefrom) or any amounts contained therein.
13. Amendment; Waiver.
Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker and the Payee.
14. Assignment. No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise)
without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Maker, intending to be
legally bound hereby, has caused this Note to be duly executed by the undersigned as of the day and year first above written.
|
OCA Acquisition Corp. |
|
|
|
|
By: |
/s/ David Shen |
|
Name: |
David Shen |
|
Title: |
Chief Executive Officer and President |
Agreed and Acknowledged:
OCA Acquisition Holdings LLC
a Delaware limited liability company
By: |
/s/ Jeffrey E. Glat |
|
Name: |
Jeffrey E. Glat |
|
Title: |
Chief Financial Officer |
|
[Signature Page to Extension Funding Promissory
Note]
SCHEDULE OF BORROWINGS
The following increases or decreases in this Promissory
Note have been made:
Date of Increase or Decrease |
|
Amount of decrease in
Principal Amount of this
Promissory Note |
|
|
Amount of increase in
Principal Amount of this
Promissory Note |
|
|
Principal Amount of this
Promissory Note following
such decrease or increase |
|
[●], 2024 |
|
|
|
|
|
$ |
[●] |
|
|
$ |
[●] |
|
5
v3.23.4
Cover
|
Jan. 09, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Jan. 09, 2024
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-39901
|
Entity Registrant Name |
OCA Acquisition Corp.
|
Entity Central Index Key |
0001820175
|
Entity Tax Identification Number |
85-2218652
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
1345 Avenue of the Americas
|
Entity Address, Address Line Two |
33rd Floor
|
Entity Address, City or Town |
New York
|
Entity Address, State or Province |
NY
|
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10105
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212
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201-8533
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Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one Redeemable Warrant |
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Units, each consisting of one share of Class A Common Stock, par value $0.0001 per share, and one-half of one Redeemable Warrant
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Trading Symbol |
OCAXU
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Security Exchange Name |
NASDAQ
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Title of 12(b) Security |
Class A Common Stock, par value $0.0001 per share, included as part of the Units
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Trading Symbol |
OCAX
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Security Exchange Name |
NASDAQ
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Title of 12(b) Security |
Redeemable Warrants included as part of the Units, each whole warrant exercisable for one share of Class A Common Stock
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Trading Symbol |
OCAXW
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Security Exchange Name |
NASDAQ
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