SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

OCA Acquisition Corp.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

670865104

(CUSIP Number)

12/31/2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No.

670865104

Names of Reporting Persons

COWEN AND COMPANY, LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

670865104

Names of Reporting Persons

Cowen Financial Products LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 125,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 125,000.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

125,000.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

3.8 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

670865104

Names of Reporting Persons

TD SECURITIES (USA) LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 161,500.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 161,500.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

161,500.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

4.9 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

670865104

Names of Reporting Persons

TORONTO DOMINION HOLDINGS USA INC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

670865104

Names of Reporting Persons

TD GROUP US HOLDINGS LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

670865104

Names of Reporting Persons

TORONTO DOMINION BANK

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

0 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

OCA Acquisition Corp.

(b)

Address of issuer's principal executive offices:

485 MADISON AVENUE FLOOR 17TH New York, NEW YORK 10022

Item 2.

(a)

Name of person filing:

COWEN AND COMPANY, LLC Cowen Financial Products LLC TD SECURITIES (USA) LLC TORONTO DOMINION HOLDINGS USA INC TD GROUP US HOLDINGS LLC TORONTO DOMINION BANK

(b)

Address or principal business office or, if none, residence:

ONE VANDERBILT AVENUE NEW YORK, New York 10017 The address of TD Securities (USA) LLC's ("TDS") principal office, Cowen Financial Products LLC's ("CFP") principal office, and Toronto Dominion Holdings (U.S.A.), Inc.'s ("TDH") principal office is 1 Vanderbilt Avenue, New York, New York 10017. The address of TD Group US Holdings LLC's ("TD GUS") principal office is 251 Little Falls Drive, Wellington, Delaware 19808. The address of Toronto Dominion Bank's ("TD Bank") principal office is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.

(c)

Citizenship:

COWEN AND COMPANY, LLC - DELAWARE Cowen Financial Products LLC - DELAWARE TD SECURITIES (USA) LLC - DELAWARE TORONTO DOMINION HOLDINGS USA INC - DELAWARE TD GROUP US HOLDINGS LLC - DELAWARE TORONTO DOMINION BANK - CANADA (FEDERAL LEVEL)

(d)

Title of class of securities:

Class A Common Stock, par value $0.0001 per share

(e)

CUSIP No.:

670865104

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:

(k)

Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).

Item 4.

Ownership

(a)

Amount beneficially owned:

286,500 TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 161,500 shares, which were previously owned by Cowen and Company, LLC ("Cowen"), and CFP has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of 125,000 shares. TDS is successor in interest to Cowen by merger effective as of December 9, 2024. This schedule is jointly filed by Cowen, TDS, CFP, TDH, TD GUS and TD Bank. TDH is the sole owner of TDS and a sole, indirect owner of CFP. TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS may be deemed to hold an indirect interest in the shares reported herein by TDS by virtue of their ownership of TDS. Each of TDH, TD GUS and TD Bank disclaims ownership of the shares reported herein except to the extent of its pecuniary interest therein. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

(b)

Percent of class:

8.7 %

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

COWEN AND COMPANY, LLC - 0 Cowen Financial Products LLC - 125,000 TD SECURITIES (USA) LLC - 161,500 TORONTO DOMINION HOLDINGS USA INC - 0 TD GROUP US HOLDINGS LLC - 0 TORONTO DOMINION BANK - 0

(ii) Shared power to vote or to direct the vote:

COWEN AND COMPANY, LLC - 0 Cowen Financial Products LLC - 0 TD SECURITIES (USA) LLC - 0 TORONTO DOMINION HOLDINGS USA INC - 0 TD GROUP US HOLDINGS LLC - 0 TORONTO DOMINION BANK - 0

(iii) Sole power to dispose or to direct the disposition of:

COWEN AND COMPANY, LLC - 0 Cowen Financial Products LLC - 125,000 TD SECURITIES (USA) LLC - 161,500 TORONTO DOMINION HOLDINGS USA INC - 0 TD GROUP US HOLDINGS LLC - 0 TORONTO DOMINION BANK - 0

(iv) Shared power to dispose or to direct the disposition of:

COWEN AND COMPANY, LLC - 0 Cowen Financial Products LLC - 0 TD SECURITIES (USA) LLC - 0 TORONTO DOMINION HOLDINGS USA INC - 0 TD GROUP US HOLDINGS LLC - 0 TORONTO DOMINION BANK - 0

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.

TD Securities (USA) LLC

Item 8.

Identification and Classification of Members of the Group.

Not Applicable

Item 9.

Notice of Dissolution of Group.

Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

COWEN AND COMPANY, LLC

Signature:	John Holmes
Name/Title:	Vice President and Managing Director
Date:	02/11/2025

Cowen Financial Products LLC

Signature:	John Holmes
Name/Title:	Chief Operating Officer
Date:	02/11/2025

TD SECURITIES (USA) LLC

Signature:	Christina Petrou
Name/Title:	Vice President & Chief Operating Officer
Date:	02/11/2025

TORONTO DOMINION HOLDINGS USA INC

Signature:	Christina Petrou
Name/Title:	Vice President & Chief Operating Officer
Date:	02/11/2025

TD GROUP US HOLDINGS LLC

Signature:	Romina McMahon
Name/Title:	Deputy Controller
Date:	02/11/2025

TORONTO DOMINION BANK

Signature:	Christina Petrou
Name/Title:	Vice President & Chief Operating Officer
Date:	02/11/2025

Comments accompanying signature: Cowen and Company, LLC signed By TD Securities (USA) LLC, as successor in interest

Exhibit Information

Exhibit I JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of OCA Acquisition Corp will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Dated: February 11, 2025 COWEN FINANCIAL PRODUCTS LLC By: /s/ John Holmes Title: Chief Operating Officer TD SECURITIES (USA) LLC By: /s/ Christina Petrou Title: Vice President & Chief Operating Officer COWEN AND COMPANY, LLC By TD Securities (USA) LLC, as successor in interest By: /s/John Holmes Title: Vice President & Managing Director TORONTO DOMINION HOLDINGS (U.S.A.), INC. By: /s/ Christina Petrou Title: Vice President & Chief Operating Officer TD GROUP US HOLDINGS LLC By: /s/ Romina McMahon Title: Deputy Controller THE TORONTO-DOMINION BANK By: /s/ Christina Petrou Title: Vice President & Chief Operating Officer

Amendment: SEC Form SCHEDULE 13G/A filed by OCA Acquisition Corp.