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 30, 2022 (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, within five (5) business days after the date of the
Extension Meeting, $270,000 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 $810,000 in nine equal installments to be deposited
into the Trust Account for each of the nine one-month extensions following the
Charter Extension Date.
On January 19, 2023, 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 19, 2023, 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. Within five (5) business days after the date
of the Extension Meeting, the proceeds of the Note will be 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 19, 2023, OCA held the Extension Meeting to approve an amendment to
OCA's amended and restated certificate of incorporation (the "Charter
Amendment") to extend the date (the "Termination Date") by which OCA has to
consummate a business combination from January 20, 2023 (the "Original
Termination Date") to April 20, 2023 (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 nine 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, 2024,
or a total of up to twelve months after the Original Termination Date, unless
the closing of a Business Combination shall have occurred prior thereto (the
"Extension Amendment Proposal"). The stockholders of OCA approved the Extension
Amendment Proposal at the Extension Meeting and on January 19, 2023, 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 19, 2023, OCA held the Extension Meeting to approve the Extension
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, the Adjournment Proposal was not presented to
stockholders.
Holders of 15,096,424 shares of common stock of OCA held of record as of
December 22, 2022, the record date for the Extension Meeting, were present in
person or by proxy, representing approximately 80.78% of the voting power of
OCA's shares of 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
12,259,528 2,686,743 150,153
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, this proposal was not voted upon at the Extension Meeting.
In connection with the vote to approve the Charter Amendment, the holders of
11,049,283 public shares of common stock of OCA properly exercised their right
to redeem their shares (and did not withdraw their redemption) for cash at a
redemption price of approximately $10.31 per share, for an aggregate redemption
amount of approximately $114,017,035.26.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
3.1 Amendment to Amended and Restated Certificate of Incorporation.
10.1 Promissory Note, dated January 19, 2023, between OCA and the Sponsor.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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