UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 16, 2024
OCA
ACQUISITION CORP.
(Exact name of registrant
as specified in its charter)
Delaware |
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001-39901 |
|
85-2218652 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS 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 |
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OCAXU |
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The Nasdaq Stock Market LLC |
Class A Common Stock, par value $0.0001 per share, included as part of the Units |
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OCAX |
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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 |
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OCAXW |
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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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 16,
2024, OCA Acquisition Corp. (“OCA”) received a notice from the staff of the Listing Qualifications Department of The
Nasdaq Stock Market LLC (“Nasdaq”) indicating that, unless OCA timely requested a hearing before the Nasdaq Hearings
Panel (the “Panel”), trading of OCA’s securities on The Nasdaq Capital Market would be suspended at the opening
of business on January 25, 2024, due to OCA’s non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition
company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. OCA has timely
requested a hearing before the Panel to request sufficient time to complete OCA’s previously disclosed proposed business combination
(the “Business Combination”) with Powermers Smart Industries, Inc. (“PSI”). The hearing request
will result in a stay of any suspension or delisting action pending the hearing. There can be no assurance that OCA will be able to satisfy
Nasdaq’s continued listing requirements, regain compliance with Nasdaq IM-5101-2, and maintain compliance with other Nasdaq listing
requirements.
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 thereunto
duly authorized.
Dated: January 19, 2024 |
OCA ACQUISITION CORP. |
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By: |
/s/ Jeffrey Glat |
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Name: |
Jeffrey Glat |
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Title: |
Chief Financial Officer |
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