Powermers Smart Industries, Inc. executed a Letter of Intent to acquire OCA Acquisition Corp. (NasdaqCM:OCAX) from OCA Acquisition Holdings LLC, Fir Tree Capital Management LP, Karpus Management Inc and others for $2.2 billion in a reverse merger transaction on September 21, 2023. Powermers Smart Industries, Inc. entered into a definitive business combination agreement to acquire OCA Acquisition Corp. (NasdaqCM:OCAX) from OCA Acquisition Holdings LLC, Fir Tree Capital Management LP, Karpus Management Inc and others in a reverse merger transaction on December 21, 2023. At the closing of the Business Combination, the combined company is expected to have a pro forma equity value of approximately $2 billion. All existing PSI stockholders will roll 100% of their equity into the combined entity and are expected to have an equity ownership of 96.2% at the closing of the business combination. Each share of common stock of OCAX will be converted into one share of common stock of the post-Business Combination company upon closing of the transaction. The existing PSI stockholders will own 200 million shares in the combined entity. Upon the closing of the transactions contemplated by the business combination agreement (the ?Business Combination?), the combined company is expected to operate as Powermers Smart Industries, Inc. and its common stock is expected to be listed on Nasdaq under the symbol PSII.

The transaction is subject to regulatory approval, approval and adoption by OCA?s stockholders, approval and adoption by PSI?s stockholders, the Registration Statement being declared effective under the Securities Act of 1933, as amended, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, Lockup Agreement, Repayment of Employee Loans and the shares of PSI Common Stock to be issued in connection with the Business Combination having been approved for listing on a national securities exchange. OCAX?s and PSI?s respective boards of directors have unanimously approved the Business Combination. The transaction is expected to close in 2024. Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is serving as exclusive financial advisor and exclusive capital markets advisor to PSI. David A. Miller, Jeffrey M. Gallant and Eric T. Schwartz of Graubard Miller, PAG Law PLLC, and Paul Hastings LLP are serving as legal counsels to PSI. Christian Nagler, Anthony Zangrillo, Jason Krause, Marshall Shaffer, James Long, Liam Murphy and Mark Schwed of Kirkland & Ellis LLP serving as legal counsels to OCAX, and Han Kun Law Offices are serving as Chinese legal counsel to OCAX. Morrow Sodali LLC acted a proxy Solicitor and Continental Stock Transfer & Trust Company as Transfer Agent for OCA Acquisition Corp. Houlihan Capital, LLC acted as financial advisor and rendered to the OCA Board a fairness opinion in connection with the Business Combination for which it will receive a fee of $200,000 from OCA. Han Kun Law Offices provided due diligence of Chinese materials and Chinese law implications on the Business Combination.