Item 4.02. Non-Reliance on Previously Issued Financial Statement and Related
Audit Report.
The management of OCA Acquisition Corp. (the "Company") has re-evaluated the
Company's application of ASC 480-10-S99-3A to its accounting classification of
the redeemable shares of Class A common stock, par value $0.0001 per share (the
"Public Shares"), issued as part of the units sold in the Company's initial
public offering (the "IPO") on January 20, 2021. Historically, a portion of the
Public Shares was classified as permanent equity to maintain net tangible assets
greater than $5,000,000 on the basis that the Company will consummate its
initial business combination only if the Company has net tangible assets of at
least $5,000,001. Pursuant to such re-evaluation, the Company's management has
determined that the Public Shares include certain provisions that require
classification of the Public Shares as temporary equity regardless of the
minimum net tangible assets required to complete the Company's initial business
combination.
Therefore, on December 8, 2021, the Company's management and the audit committee
of the Company's board of directors (the "Audit Committee") concluded that the
Company's previously issued (i) audited balance sheet as of January 20, 2021,
included in exhibit 99.1 to its Form 8-K filed with the SEC on January 26, 2021
(the "Post-IPO Balance Sheet"), (ii) unaudited financial statements included in
the Company's Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2021, filed with the SEC on May 18, 2021, (iii) unaudited financial
statements included in the Company's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2021, filed with the SEC on August 16, 2021, and
(iv) unaudited financial statements included in the Company's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2021, filed with the
SEC on November 15, 2021 ((ii) through (iv) collectively, the "Affected
Periods"), should be restated to report all Public Shares as temporary equity
and should no longer be relied upon. As such, the Company is working on the
restatement of its Post-IPO Balance Sheet in the Company's Amendment No. 1 to
the Current Report on Form 8-K, and the financial statements for the Affected
Periods in the Company's Amendment No. 1 to the Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2021, to be filed with
the SEC (the "Q3 Form 10-Q/A").
The Company does not expect any of the above changes will have any impact on its
cash position and cash held in the trust account established in connection with
the IPO (the "Trust Account").
The Company's management has concluded that in light of the classification error
described above, a material weakness exists in the Company's internal control
over financial reporting related to the lack of ability to account for complex
financial instruments and that the Company's disclosure controls and procedures
were not effective. The Company's remediation plan with respect to such material
weakness will be described in more detail in the Q3 Form 10-Q/A.
The Company's management and the Audit Committee have discussed the matters
disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the
Company's independent registered accounting firm.
Forward-Looking Statements
This Current Report on Form 8-K includes "forward-looking statements" within the
meaning of the safe harbor provisions of the United States Private Securities
Litigation Reform Act of 1995. Certain of these forward-looking statements can
be identified by the use of words such as "believes," "expects," "intends,"
"plans," "estimates," "assumes," "may," "should," "will," "seeks," or other
similar expressions. Such statements may include, but are not limited to,
statements regarding the impact of the Company's restatement of certain
historical financial statements, the Company's cash position and cash held in
the Trust Account and any proposed remediation measures with respect to
identified material weaknesses. These statements are based on current
expectations on the date of this Current Report on Form 8-K and involve a number
of risks and uncertainties that may cause actual results to differ
significantly. The Company does not assume any obligation to update or revise
any such forward-looking statements, whether as the result of new developments
or otherwise. Readers are cautioned not to put undue reliance on forward-looking
statements.
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