Powermers Smart Industries and OCA Acquisition (OCAX) today announced a definitive business combination agreement at a pro forma equity value of approximately $2 billion. If approved, Powermers stock is expected to be listed on Nasdaq under the symbol PSII.
PSI said it 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, according to a press release announcing the deal.
Terms call for all existing Powermers stockholders to 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 combined company upon closing.
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, committed to make an investment of up to $8 million into PSI through convertible promissory notes prior to the deal closing. The sponsor also committed to make an additional PIPE investment of $2 million.
OCA lost about 76% of its $149.5 million trust value ahead of a January extension vote.
Cohen & Company Capital Markets is exclusive financial advisor and capital markets advisor to PSI. Graubard Miller, PAG Law, and Paul Hastings LLP are serving as legal counsels to PSI. Kirkland & Ellis is legal counsel to OCAX, and Han Kun Law Offices are serving as Chinese legal counsel to OCAX. Read more.
