SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
OCA Acquisition Holdings LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,
33RD FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OCA Acquisition Corp. [ OCAX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/11/2024
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A common stock 01/11/2024 C 300,000 A (1) 300,000 D(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B common stock (1) 01/11/2024 C 300,000 (1) (1) Class A common stock 300,000 $0.00 3,437,500 D
1. Name and Address of Reporting Person*
OCA Acquisition Holdings LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,
33RD FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Olympus Capital Holdings Asia LLC

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,
33RD FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Shen David

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,
33RD FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
X Officer (give title below) Other (specify below)
CEO and President
1. Name and Address of Reporting Person*
Mintz Daniel

(Last) (First) (Middle)
1345 AVENUE OF THE AMERICAS,
33RD FLOOR

(Street)
NEW YORK NY 10105

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
X Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. The shares of Class B Common Stock are convertible, at the option of the holder, into shares of Class A Common Stock on a one-for-one basis, for no additional consideration, and have no expiration date.
2. These shares are held directly by OCA Acquisition Holdings LLC (the "Sponsor"). Olympus Capital Asia V, L.P. ("Olympus") currently is the managing member of the Sponsor. Olympus Capital Holdings Asia, LLC ("Olympus Capital") is the investment advisor to Olympus, and David Shen and Daniel Mintz possess certain consent rights over decisions with respect to the investments of Olympus and therefore may be deemed to have or share beneficial ownership of the Class A Common Stock held directly by OCA. Each of the Reporting Persons disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein.
OCA Acquisition Holdings LLC, By: /s/ Jeffrey Glat, Managing Director and Chief Financial Officer 01/16/2024
Olympus Capital Holdings Asia, LLC, By: /s/ Jeffrey Glat, Managing Director and Chief Financial Officer 01/16/2024
/s/ Jeffrey Glat, as Attorney-in-Fact for David Shen 01/16/2024
/s/ Jeffrey Glat, as Attorney-in-Fact for Daniel Mintz 01/16/2024
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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