Financial Obligation Form 8 K

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement or a Registrant.

On September 20, 2024, the board of directors of OCA Acquisition Corp., a Delaware corporation (the "Company"), approved a draw of an aggregate of $90,000 (the "Extension Funds") pursuant to the Promissory Note (the "Note"), dated as of January 11, 2024, between the Company and OCA Acquisition Holdings LLC (the "Sponsor"), which Extension Funds the Company deposited into the Company's trust account for its public stockholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from September 20, 2024 to October 20, 2024 (the "Extension"). The Extension is the eighth of eleven one-month extensions permitted under the Company's amended and restated certificate of incorporation and provides the Company with additional time to complete its initial business combination. The Note does not bear interest and matures upon closing of the Company's initial business combination. In the event that the Company does not consummate an initial business combination, the Note will be repaid only from funds remaining outside of the Company's trust account, if any, or will be forfeited, eliminated, or otherwise forgiven. Pursuant to the Sponsor Support Agreement, dated as of December 21, 2023, by and among the Company, the Sponsor, Antara Total Return SPAC Master Fund LP, Powermers Smart Industries, Inc. ("PSI") and each of the officers and directors of the Company, entered into in connection with the proposed business combination between the Company and PSI (the "Business Combination"), the Sponsor agreed to convert the total principal amount then-outstanding under the Note into warrants of the Company at a price of $1.00 per warrant, which warrants will be identical to the public warrants of the Company, upon the closing of the Business Combination.

Additional Information about the Business Combination and Where to Find It

In connection with the Business Combination, PSI has filed with the Securities and Exchange Commission (the "SEC") a registration statement on Form S-4 (the "Registration Statement"), which includes a preliminary proxy statement of OCA and a preliminary prospectus of PSI relating to the securities of PSI to be issued in connection with the Business Combination with the SEC. After the Registration Statement is declared effective, OCA will mail a definitive proxy statement relating to the Business Combination and other relevant documents to its stockholders. The Registration Statement, including the proxy statement/prospectus contained therein, when declared effective by the SEC, will contain important information about the Business Combination and the other matters to be voted upon at a meeting of OCA's stockholders to be held to approve the Business Combination (and related matters). This Current Report on Form 8-K (this "Report") is not a substitute for the Registration Statement, the definitive proxy statement/final prospectus or any other document that OCA will send to its stockholders in connection with the Business Combination. This Report does not contain all the information that should be considered concerning the Business Combination and other matters and is not intended to provide the basis for any investment decision or any other decision in respect of such matters. OCA and PSI may also file other documents with the SEC regarding the Business Combination. Investors and security holders of OCA are advised to read, when available, the proxy statement/prospectus in connection with OCA's solicitation of proxies for its special meetings of stockholders to be held to approve the Business Combination (and related matters) and other documents filed in connection with the Business Combination, as these materials will contain important information about OCA, PSI and the Business Combination.

When available, the definitive proxy statement and other relevant materials for the Business Combination will be mailed to stockholders of OCA as of a record date to be established for voting on the Business Combination. OCA's stockholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed or that will be filed with the SEC by OCA through the website maintained by the SEC at www.sec.gov, or by directing a request to OCA Acquisition Corp., 1345 Avenue of the Americas, 33rd Floor, New York, NY 10105 or by telephone at (212) 201-8533.

Participants in the Solicitation of Proxies

OCA, PSI and their respective directors and officers may be deemed participants in the solicitation of proxies of stockholders of OCA in connection with the Business Combination. OCA's security holders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of OCA. A description of their interests in OCA is contained in OCA's final prospectus related to its initial public offering, dated January 19, 2021, and in OCA's subsequent filings with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of OCA's security holders in connection with the Business Combination and other matters to be voted upon at the special meetings of stockholders of OCA is set forth in the Registration Statement. Additional information regarding the interests of participants in the solicitation of proxies in connection with the Business Combination is included in the Registration Statement that PSI has filed with the SEC. You may obtain free copies of these documents as described in the preceding paragraph.

INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.