OCAX OCA Acquisition Corporation

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

On June 15, 2023, 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, dated as of January 19, 2023, between the Company and OCA Acquisition Holdings LLC (the “Note”), which Extension Funds the Company deposited into the Company’s trust account for its public stockholders on June 20, 2023. This deposit enables the Company to extend the date by which it must complete its initial business combination from June 20, 2023 to July 20, 2023 (the “Extension”). The Extension is the third of nine 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. Up to $1,080,000 of the total principal amount of the Note may be converted, in whole or in part, at the option of the lender into warrants of the Company at a price of $1.00 per warrant, which warrants will be identical to the private placement warrants issued to OCA Acquisition Holdings LLC at the time of the initial public offering of the Company. As of June 20, 2023, there was $540,000 outstanding under the Note.