Item 5.07 Submission of Matters to a Vote of Security Holders
On January 18, 2023, OCA Acquisition Corp. ("OCA") convened and then adjourned
until January 19, 2023 at 9:00 a.m., Eastern Time, without conducting any other
business, OCA's special meeting of stockholders (the "Special Meeting") relating
to its previously announced proposed extension of its deadline to complete an
initial business combination. The only proposal submitted for a vote of the
stockholders at the Special Meeting was the approval of the adjournment of such
meeting to a later date or dates (the "Adjournment Proposal"). The Adjournment
Proposal is described in greater detail in the definitive proxy statement of
OCA, which was filed with the Securities and Exchange Commission (the "SEC") on
December 30, 2022 (the "Proxy Statement").
As of the close of business on December 22, 2022, the record date for the
Special Meeting, there were 14,950,000 shares of Class A common stock, par value
$0.0001 per share ("Class A Common Stock") and 3,737,500 shares of Class B
common stock, par value $0.0001 per share (the "Class B Common Stock", and
together with Class A Common Stock, the "Common Stock"), outstanding. Each share
of Common Stock was entitled to one vote on the Adjournment Proposal. The shares
of Class A Common Stock and Class B Common Stock were voted as a single class. A
total of 14,947,294 shares of common stock, representing approximately 79.99% of
the outstanding shares of common stock entitled to vote, were present in person
or by proxy, constituting a quorum to conduct business.
OCA's s stockholders approved the Adjournment Proposal by the votes set forth
below:
For Against Abstain
12,313,489 2,483,652 150,153
Item 7.01 Regulation FD Disclosure
Furnished as Exhibit 99.1 hereto is a press release, dated January 18, 2023 (the
"Press Release"), issued by OCA announcing that OCA convened and then adjourned,
without conducting any other business, the Special Meeting until January 19,
2023 at 9:00 a.m., Eastern Time.
The information in this item 7.01, including Exhibit 99.1, is being furnished
and shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject
to liabilities under that section, and shall not be deemed to be incorporated by
reference into any filings of OCA under the Securities of 1933, as amended (the
"Securities Act"), or the Exchange Act, regardless of any general incorporation
language in such filings. This Current Report on Form 8-K (the "Current Report")
shall not be deemed an admission as to the materiality of any information in
this Item 7.01, including Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release, dated January 18, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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