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)
| (State or
other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S.
Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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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) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| 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). |
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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 | ||
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