Failure to Satisfy Listing Rule 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 July 19, 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 on July 19, 2024. This deposit enables the Company to extend the date by which it must complete its initial business combination from July 20, 2024 to August 20, 2024 (the "Extension"). The Extension is the sixth 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.