false 0001870778 0001870778 2023-12-18 2023-12-18 0001870778 ohaa:UnitsEachConsistingOfOneShareOfClassACommonStockAndOneHalfOfOneRedeemableWarrantMember 2023-12-18 2023-12-18 0001870778 us-gaap:CommonStockMember 2023-12-18 2023-12-18 0001870778 ohaa:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassACommonStockAtAnExercisePriceOf11.50Member 2023-12-18 2023-12-18

 

 

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 18, 2023

Date of Report (Date of earliest event reported)

 

 

OPY Acquisition Corp. I

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   001-40968   85-2624164

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

85 Broad Street

New York, NY

  10004
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (203)353-7610

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol

 

Name of each exchange

on which registered

Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant   OHAAU   The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share   OHAA   The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50   OHAAW   The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 

 


Item 8.01.

Other Events

On December 18, 2023, OPY Acquisition Corp. I (the “Company”) issued a press release announcing that it will be unable to consummate an initial business combination and intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate of Incorporation, as amended (“Liquidation”).

As of the close of business on December 28, 2023, the Public Shares will be deemed cancelled, and each Public Share will represent only the right to receive a redemption amount equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares. The Company anticipates that the last day of trading of the Public Shares and the Company’s publicly traded units and warrants will be on or around December 27, 2023 and trading of Public Shares will be suspended effective before the opening of markets on December 28, 2023.

A copy of the press release dated December 18, 2023 is filed as Exhibit 99.1 hereto and incorporated by reference herein.

 

Item 9.01.

Financial Statements and Exhibits.

 

EXHIBIT
NO.

  

DESCRIPTION

99.1    Press Release dated December 18, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 20, 2023

 

OPY ACQUISITION CORP. I
By:   /s/ Jonathan B. Siegel
Name:   Jonathan B. Siegel
Title:   Chairman and Chief Executive Officer

Exhibit 99.1

OPY Acquisition Corp I Announces Intent to Liquidate

NEW YORK, December 18, 2023 – OPY Acquisition Corp I (NASDAQ: OHAA) (the “Company”) announced today that it will be unable to consummate an initial business combination and intends to dissolve and liquidate in accordance with the provisions of its Amended and Restated Certificate of Incorporation, as amended (“Liquidation”).

On October 26, 2023, stockholders of the Company approved an extension of the deadline by which the Company must consummate a business combination to June 30, 2024 (the “Final Deadline”) on a month-to-month basis. Each monthly extension required a payment into the trust account established in connection with the Company’s initial public offering (the “Trust Account”) equal to the lesser of (i) $35,000 or (ii) $0.015 per share of Class A common stock that were included in the units issued in the Company’s initial public offering (the “Public Shares”). To date, the Company made two monthly extensions to December 29, 2023. After careful consideration of the current SPAC market and after having completed an extensive search, the Company has determined it would be unable to deliver and fund a high quality value enhancing transaction to stockholders even with another extension. Therefore, the Company determined not to further extend the term the Company has to complete an initial business combination and instead proceed with the Liquidation.

As of the close of business on December 28, 2023, the Public Shares will be deemed cancelled, and each Public Share will represent only the right to receive a redemption amount equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares. The Company anticipates that the last day of trading of the Public Shares and the Company’s publicly traded units and warrants will be on or around December 27, 2023 and trading of Public Shares will be suspended effective before the opening of markets on December 28, 2023.

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed the trustee of the Trust Account to take all necessary actions to liquidate the funds held in the Trust Account. The proceeds of the Trust Account will be held in a non-interest bearing account while awaiting disbursement to the holders of the Public Shares. Record holders will receive their pro rata portion of the proceeds of the Trust Account by delivering their Public Shares to Continental Stock Transfer & Trust Company, the Company’s transfer agent. Beneficial owners of Public Shares held in “street name,” however, will not need to take any action in order to receive the redemption amount. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants. The Company’s sponsor will not be entitled to liquidating distributions from the Trust Account as a result of their ownership of shares of Class A common stock that were previously converted from Class B common stock.

The Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

About OPY Acquisition Corp I

The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Forward-Looking Statements

This press release may include “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the


Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. Copies of such filings are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Investor Contact:

Jonathan B. Siegel

Chairman and Chief Executive Officer

jsiegel@opyacq.com

v3.23.4
Document and Entity Information
Dec. 18, 2023
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001870778
Document Type 8-K
Document Period End Date Dec. 18, 2023
Entity Registrant Name OPY Acquisition Corp. I
Entity Incorporation State Country Code DE
Entity File Number 001-40968
Entity Tax Identification Number 85-2624164
Entity Address, Address Line One 85 Broad Street
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10004
City Area Code (203)
Local Phone Number 353-7610
Written Communications false
Soliciting Material false
Pre Commencement Issuer Tender Offer false
Pre Commencement Tender Offer true
Entity Emerging Growth Company true
Entity Ex Transition Period false
Units Each Consisting Of One Share Of Class A Common Stock And One Half Of One Redeemable Warrant [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant
Trading Symbol OHAAU
Security Exchange Name NASDAQ
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Class A Common Stock, par value $0.0001 per share
Trading Symbol OHAA
Security Exchange Name NASDAQ
Redeemable Warrants Each Whole Warrant Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 11.50 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol OHAAW
Security Exchange Name NYSE

OPY Acquisition Coporati... (NASDAQ:OHAAU)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more OPY Acquisition Coporati... Charts.
OPY Acquisition Coporati... (NASDAQ:OHAAU)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more OPY Acquisition Coporati... Charts.