UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
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other jurisdiction of incorporation) |
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication 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) |
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Pre-commencements 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 | ||
, $0.0001 par value, and one-half of one redeemable warrant | The Stock Market LLC | |||
included as part of the Units | The Stock Market LLC | |||
exercisable for one share of Class A Common Stock at an exercise price of $11.50 | The 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 5.07 Submission of Matters to a Vote of Security Holders
On January 18, 2023, OCA Acquisition Corp. (“OCA”) convened and then adjourned until January 19, 2023 at 9:00 a.m., Eastern Time, without conducting any other business, OCA’s special meeting of stockholders (the “Special Meeting”) relating to its previously announced proposed extension of its deadline to complete an initial business combination. The only proposal submitted for a vote of the stockholders at the Special Meeting was the approval of the adjournment of such meeting to a later date or dates (the “Adjournment Proposal”). The Adjournment Proposal is described in greater detail in the definitive proxy statement of OCA, which was filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2022 (the “Proxy Statement”).
As of the close of business on December 22, 2022, the record date for the Special Meeting, there were 14,950,000 shares of Class A common stock, par value $0.0001 per share (“Class A Common Stock”) and 3,737,500 shares of Class B common stock, par value $0.0001 per share (the “Class B Common Stock”, and together with Class A Common Stock, the “Common Stock”), outstanding. Each share of Common Stock was entitled to one vote on the Adjournment Proposal. The shares of Class A Common Stock and Class B Common Stock were voted as a single class. A total of 14,947,294 shares of common stock, representing approximately 79.99% of the outstanding shares of common stock entitled to vote, were present in person or by proxy, constituting a quorum to conduct business.
OCA’s s stockholders approved the Adjournment Proposal by the votes set forth below:
For | Against | Abstain | ||
12,313,489 | 2,483,652 | 150,153 |
Item 7.01 Regulation FD Disclosure
Furnished as Exhibit 99.1 hereto is a press release, dated January 18, 2023 (the “Press Release”), issued by OCA announcing that OCA convened and then adjourned, without conducting any other business, the Special Meeting until January 19, 2023 at 9:00 a.m., Eastern Time.
The information in this item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to liabilities under that section, and shall not be deemed to be incorporated by reference into any filings of OCA under the Securities of 1933, as amended (the “Securities Act”), or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report on Form 8-K (the “Current Report”) shall not be deemed an admission as to the materiality of any information in this Item 7.01, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number |
Description | |
99.1 | Press Release, dated January 18, 2023. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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.
OCA Acquisition Corp. | |||
Date: January 18, 2023 | By: | /s/ Jeffrey Glat | |
Name: |
Jeffrey Glat | ||
Title: | Chief Financial Officer |
2
Exhibit 99.1
OCA Acquisition Corp. Announces Adjournment of Special Meeting of Stockholders
New York, New York — January 18, 2023 — OCA Acquisition Corp. (the “Company”) (Nasdaq: OCAX), announced today that it convened and then adjourned, without conducting any other business, the Company’s special meeting of stockholders (the “Special Meeting”) held on January 18, 2023. The Special Meeting has been adjourned until January 19, 2023 at 9:00 a.m., Eastern Time.
The Special Meeting is being held to vote on the proposals described in the Company’s definitive proxy statement, filed with the Securities and Exchange Commission (the “SEC”) on December 30, 2022, relating to its proposed extension of the deadline to complete its initial business combination.
About OCA Acquisition Corp.
OCA Acquisition Corp. is a special purpose acquisition company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While the Company may pursue an acquisition opportunity in any industry or geographic region, it intends to focus on a U.S. business in the technology-enabled business services (including healthcare and education) or financial services sectors. The majority member of OCA’s sponsor is Olympus Capital Asia V, L.P., the fifth pan-Asia private equity fund advised by Olympus Capital Asia, one of the longest standing middle market private equity firms in Asia with a 20+ year history of investing in the region. OCA intends to acquire a business which will benefit from Olympus Capital’s extensive industry network and experience helping companies expand in Asia.
Forward-Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
OCA Media Contact:
Corliss Ruggles,
Communications Adviser
corliss.ruggles@gmail.com
OCA Investor Relations Contact:
Humberto
Galleno, Corporate & Business Development
hgalleno@olympuscap.com
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