NEW
YORK, Dec. 22, 2023 /PRNewswire/ -- Powermers
Smart Industries, Inc. ("PSI" or the "Company"), a green-powered
technology solutions and product platform company, and OCA
Acquisition Corp. ("OCAX") (Nasdaq: OCAXU, OCAX and OCAXW), a
special purpose acquisition company, have entered into a definitive
business combination agreement. Upon the closing of the
transactions contemplated by the business combination agreement
(the "Business Combination"), the combined company is expected to
operate as Powermers Smart Industries, Inc. and its common stock is
expected to be listed on Nasdaq under the symbol PSII.
PSI is positioning itself with modern engineering and fleet
management solutions to transform the commercial transportation and
industrial equipment industries on a global scale. PSI has built an
ecosystem of partners, with a large and growing fulfillment
capacity, that leverages platform-based solutions to shorten
R&D cycles, reduce capital expenditure requirements, and
accelerate commercialization.
"Our journey has resulted in a business combination with a
premier partner that positions Powermers to accelerate its growth
story. With PSI's talented team and market interest, this
transaction is a meaningful step to realize the power of our
business model, which is designed to help improve the carbon
footprint of the commercial transportation and industrial equipment
sector globally," commented Christopher
Thorne, Chairman and Chief Executive Officer of Powermers
Smart Industries, Inc.
PSI Investment Highlights
Differentiated Approach to Address a Global
Problem: Greenhouse gas ("GHG") emissions are a massive global
problem. The commercial transportation and industrial equipment
industries collectively account for approximately 60% of GHG
emissions from the transportation sector. PSI's vision is to use
its partner ecosystem to help enable a world where sustainable
transportation and industrial equipment are the norm, empowering
its customers with conscious choices for a healthier planet.
Comprehensive Suite of Fleet Management and Related Service
Offerings as a Solutions Integrator: PSI forms partnerships
with leading companies across the value chain to provide customers
access to flexible funding and a wide range of green equipment
technology solutions and service options. Business offerings are
expected to include equipment, green energy solutions, logistics
data services, financial services, marketplaces, and carbon credit
realization.
Positioned with a Wide Range of Green Energy Equipment
Products: PSI integrates various power systems into commercial
vehicles and industrial equipment and accelerates their
commercialization by leveraging its extensive partnerships with
specialty vehicle manufacturers, battery manufacturers, financial
institutions, and well-established distributors and dealerships.
The product portfolios of PSI's industry partners include logistics
vehicles, heavy hauling vehicles for the construction and mining
industries, light-duty trucks, micro trucks, forklifts, and
agricultural equipment.
Multiple Levers for Growth: In addition to its sales of
commercial transportation and industrial equipment, PSI aims to
generate revenues from multiple sources by creating a market in the
green energy ecosystem, including energy platform solutions,
logistics data services, financial supply chain services,
marketplaces, and carbon credit solutions. PSI's portfolio of
intellectual property assets includes patents representing
fundamental technology advancements for improving safety and
performance for lithium-ion batteries and other energy storage
devices.
Revenue-Generative Business Model: PSI's innovative
business model enables efficient customer acquisition and
interlocks diverse and recurring sources of revenues from its
end-to-end product and service offerings. PSI's ecosystem of
partners with a large and growing fulfillment capacity leverages
platform-based solutions that will position PSI to realize shorter
R&D cycles, reduced capital expenditure requirements, and
accelerated commercialization. PSI has demonstrated the ability to
convert customer relationships into realized revenues. As PSI
expands its current customer footprint and executes its growth
strategies, PSI is expected to continue generating significant
growth in 2024 as deliveries accelerate.
Experienced and Purpose-driven Leadership Team: PSI is led
by an experienced and cohesive leadership team with deep industry
knowledge and a track record of driving scale and sustainable
growth. Matching purpose with profit, the team is focused on
implementing a plan aimed to create value for all the Company's
stakeholders by helping enable and lead the world towards a greener
energy future.
"We are excited to partner with Chris and his team at PSI to
expand the company's business across North America, Asia, and other international markets. The
renewable and environmental services sector has been one of our key
target areas. Since the listing of OCAX, we have sought to identify
opportunities to leverage Olympus Capital Asia's platform and
network in Asia. As an innovative
integrator of technologies and solutions that seeks to contribute
to the reduction of greenhouse gas emissions, PSI is a perfect fit
with our investment priorities. We look forward to supporting
management in further expanding its joint venture partnership
network and acquisition efforts across multiple markets," said
David Shen, President and Chief
Executive Officer of OCAX.
Transaction Terms
At the closing of the Business Combination, the combined company
is expected to have a pro forma equity value of approximately
$2 billion. All existing PSI
stockholders will roll 100% of their equity into the combined
entity. Each share of common stock of OCAX will be converted into
one share of common stock of the post-Business Combination
company upon closing of the transaction.
Concurrently with the execution of the business combination
agreement, an investor with a majority economic, non-voting
interest in OCAX's sponsor, OCA Acquisition Holdings LLC (the
"Sponsor"), committed to make an investment of up to $8 million into PSI pursuant to convertible
promissory notes prior to the closing of the Business Combination,
and the Sponsor committed to make an additional PIPE investment of
$2 million.
OCAX's and PSI's respective boards of directors have approved
the Business Combination, which is expected to close in 2024,
subject to regulatory and stockholder approvals.
For additional information about the terms of the Business
Combination, including an investor presentation, please see Current
Report on Form 8-K, which will be filed today with the Securities
and Exchange Commission ("SEC") by OCAX. Additional information
about the Business Combination will be provided in the registration
statement on Form S-4 (as may be amended from time to time, the
"Registration Statement") to be filed with the SEC by PSI relating
to the Business Combination.
Advisors
Cohen & Company Capital Markets, a division of J.V.B.
Financial Group, LLC, is serving as exclusive financial advisor and
exclusive capital markets advisor to PSI. Graubard Miller, PAG
Law PLLC, and Paul Hastings LLP are serving as legal
counsels to PSI. Kirkland & Ellis LLP is serving as legal
counsel to OCAX, and Han Kun Law Offices are serving as Chinese
legal counsel to OCAX.
About Powermers Smart Industries, Inc.
Powermers Smart Industries, Inc. is a green-powered innovator at
the intersection of modern engineering, fleet management solutions,
and product platforms for the commercial transportation and
industrial equipment sectors. PSI's revenue-generative business
model interlocks diverse offerings, including equipment sales,
energy solutions, logistics data services, financial services,
marketplaces, and carbon credit solutions. PSI's portfolio of
intellectual property assets includes patents representing
fundamental technology advancements for improving safety and
performance for lithium-ion batteries and other energy storage
devices. PSI is headquartered in New York
City and has global reach with offices in Asia and Europe. Connect with us at
www.powermers.com.
About OCA Acquisition Corp.
OCA Acquisition Corp. is a special purpose acquisition company
incorporated for the purpose of effecting a merger, capital stock
exchange, asset acquisition, stock purchase, reorganization or
similar business combination with one or more businesses. The
managing member of the Sponsor is Olympus Capital Asia V, L.P., the
fifth pan-Asia private equity fund
advised by Olympus Capital Asia, one of the longest standing middle
market private equity firms in Asia with a 20+ year history of investing in
the region. For more information about OCAX, visit
www.ocaacquisition.com.
Additional Information and Where to Find It
In connection with the Business Combination, PSI intends to file
the Registration Statement, which will include a preliminary proxy
statement of OCAX 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, OCAX 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 OCAX's stockholders to be held to approve the Business
Combination (and related matters). This communication is not a
substitute for the Registration Statement, the definitive proxy
statement/prospectus or any other document that OCAX will send to
its stockholders in connection with the Business Combination. This
press release 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. OCAX and
PSI may also file other documents with the SEC regarding the
Business Combination. Investors and security holders of OCAX are
advised to read, when available, the proxy statement/prospectus in
connection with OCAX'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 PSI, OCAX and the Business
Combination.
When available, the definitive proxy statement and other
relevant materials for the Business Combination will be mailed to
stockholders of OCAX as of a record date to be established for
voting on the Business Combination. OCAX 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 OCAX
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 Solicitation
OCAX, PSI and their respective directors and officers may be
deemed participants in the solicitation of proxies of stockholders
of OCAX in connection with the Business Combination. OCAX security
holders and other interested persons may obtain, without charge,
more detailed information regarding the directors and officers of
OCAX. A description of their interests in OCAX is contained in
OCAX's final prospectus related to its initial public offering,
dated January 19, 2021, and in OCAX's
subsequent filings with the SEC. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies of OCAX security holders in connection with
the Business Combination and other matters to be voted upon at the
special meetings of stockholders of OCAX will be set forth in the
Registration Statement for the Business Combination when available.
Additional information regarding the interests of participants in
the solicitation of proxies in connection with the Business
Combination will be included in the Registration Statement that PSI
intends to file 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.
No Offer or Solicitation
This communication relates to a proposed business combination
between PSI and OCAX. This press release does not constitute an
offer to sell or exchange, or the solicitation of an offer to buy
or exchange, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. This
communication does not constitute a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed transaction.
Forward-Looking Statements
Certain statements contained in this press release that are not
historical facts are forward-looking statements. Forward-looking
statements are often accompanied by words such as "believe," "may",
"will", "estimate", "continue", "expect", "intend", "should",
"plan", "forecast", "potential", "seek", "future", "look ahead",
"target", "design", "develop", "aim" and similar expressions to
predict or indicate future events or trends, although not all
forward-looking statements contain these words. Forward-looking
statements generally relate to future events or PSI's or OCAX's
future financial or operating performance, including possible or
assumed future results of operations, business strategies, debt
levels, competitive position, industry environment, potential
growth opportunities, the effects of regulation, the satisfaction
of closing conditions to the Business Combination and related
transactions, the level of redemptions by OCAX's public
stockholders and the timing of the completion of the Business
Combination, including the anticipated closing date of the Business
Combination and the use of the cash proceeds therefrom. For
example, statements regarding anticipated growth in the industry in
which PSI operates and anticipated growth in demand for PSI's
products, projections of PSI's future financial results, including
future possible growth opportunities for PSI and other metrics are
forward-looking statements. These forward-looking statements also
include, but are not limited to, statements regarding the use of
the Company's technology in pursuit of a carbon neutral future, the
development and utilization of the Company's technologies in
various sectors, licensing and other transactions with
manufacturing partners and other third parties, estimates and
forecasts of other financial and performance indicators and
predictions of market opportunities. These statements are based on
various assumptions (whether or not identified in this document)
and the current expectations of PSI and OCAX management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as and must not be relied on by any investor as a guarantee,
an assurance, a prediction or a definitive statement of fact or
probability. Actual events and situations are difficult or
impossible to predict and may differ from assumptions. Many actual
events and situations are beyond the control of PSI and OCAX.
These forward-looking statements are subject to a variety of
risks, uncertainties and other factors, including (i) the
occurrence of any event, change or other circumstances that could
give rise to the termination of negotiations and any subsequent
definitive agreements with respect to the Business Combination;
(ii) the outcome of any legal proceedings that may be instituted
against OCAX, PSI or others following this announcement and any
definitive agreements with respect thereto; (iii) the inability to
complete the Business Combination due to the failure to obtain
approval of the stockholders of OCAX and of PSI, to obtain
financing to complete the Business Combination, or to satisfy other
conditions to closing; (iv) changes to the proposed structure of
the Business Combination that may be required or appropriate as a
result of applicable laws or regulations or as a condition to
obtaining regulatory approval of the Business Combination; (v) the
ability to meet stock exchange listing standards in connection
with, or following the consummation of, the Business Combination;
(vi) the risk that the announcement and consummation of the
Business Combination disrupts current plans and operations of PSI;
(vii) the ability to recognize the anticipated benefits of the
Business Combination, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain key relationships and retain its
management and key employees: (viii) costs related to the Business
Combination; (ix) changes in applicable laws or regulations; (x)
the inability to develop or monetize the Company's technologies in
a timely or successful manner;(xi) the Company's ability to enter
into licensing, manufacturing and other agreements with third
parties on satisfactory terms; (xii) the changes in domestic and
foreign business, market, financial, political, and legal
conditions; (xiii) risks related to domestic and international
political and macroeconomic uncertainty, including the conflicts
between Russia and Ukraine and Israel and Hamas; (xiv) the amount of
redemption requests made by OCAX's public stockholders; (xv) risks
related to the launch of the PSI business and the timing of
expected business milestones; (xvi) the impact of competition on
PSI future business; and (xvii) other risks and uncertainties set
forth in the section entitled "Risk Factors" and "Cautionary Note
Regarding Forward-Looking Statements" in OCAX's final prospectus
relating to its initial public offering, dated January 19, 2021, OCAX's Annual Report on Form
10-K for the year ended December 31,
2022 and subsequent Quarterly Reports on Form 10-Q, in each
case, under the heading "Risk Factors," or in other documents to be
filed by OCAX and PSI with the SEC, including the proxy
statement/prospectus. There may be additional risks that neither
the Company nor OCAX presently know or that the Company and OCAX
currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking
statements. If any of these risks become a reality, or if our
assumptions prove to be incorrect, the actual results may differ
materially from the results implied by these forward-looking
statements. In addition, forward-looking statements reflect the
expectations, plans, or forecasts of future events and opinions of
PSI or OCAX, as applicable, on the date of this press release. You
should not place undue reliance on forward-looking statements,
which speak only as of the date they are made. PSI and OCAX expect
that subsequent events and developments will cause the assessments
of PSI and OCAX to change. Neither the Company nor OCAX undertakes
any duty to update or revise these forward-looking statements or to
inform the viewer of any matters of which any of them becomes aware
of which may affect any matter referred to in this press release.
If OCAX and PSI do update one or more forward looking statements,
no inference should be drawn that OCAX and PSI will make additional
updates thereto or with respect to other forward-looking
statements. These forward-looking statements should not be relied
upon as representing the OCAX's and PSI's assessments as of any
date subsequent to the date of this filing. You should consult with
their professional advisors to make their own determinations and
should not rely on the forward-looking statements in this press
release.
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SOURCE OCA Acquisition Corp.