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.

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