BACKGROUND
OPY
We are a blank check company
incorporated on July 20, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We
intend to effectuate our initial business combination (the Business Combination) using cash from the proceeds of the IPO and the private placement of the private placement warrants, our capital stock, debt or a combination of cash, stock
and debt.
Our registration statement for the IPO was declared effective on October 26, 2021. On October 29, 2021, OPY
consummated its initial public offering (the IPO) of 11,000,000 units (the Units), each Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share and
one-half of one redeemable warrant to purchase one share of Class A common stock for $11.50 (Warrant). Simultaneously with the consummation of the IPO, we consummated the private placement
(Private Placement) with OPY Acquisition LLC I ( the sponsor) of 2,100,667 warrants (the Private Warrants) at a price of $1.50 per Private Warrant, generating total proceeds of $3,151,000. The Private Warrants are
identical to the Warrants underlying the Units sold in the IPO except that subject to certain limited exceptions including the Common Stock issuable upon exercise of the Private Warrants, will be subject to transfer restrictions until 30 days
following the consummation of the Companys initial business combination.
In connection with the IPO, the Company granted the
underwriters the option to purchase an additional 1,650,000 Units (the Over Allotment Option). The underwriters opted to exercise the Over-Allotment Option in full and the sale of the additional Units closed on November 5, 2021
resulting in gross proceeds of $16,500,000. In connection with the closing of the Over-Allotment Option, the sponsor purchased an additional 110,000 Private Placement Warrants at $1.50 for total proceeds from the Private Placement of $165,000.
As of November 5, 2021, a total of $127,765,000 of the net proceeds from the IPO, the Private Placements and the Over-Allotment Option
were deposited in a trust account established for the benefit of the Companys public stockholders.
The Units began trading on
October 27, 2021 on the Nasdaq Global Market (the Nasdaq) under the symbol OHAAU. Commencing on December 20, 2021, the shares of Class A common stock and warrants comprising the Units began separate trading on
the Nasdaq under the symbols OHAA and OHAAW, respectively. Those Units not separated continue to trade on the Nasdaq under the symbol OHAAU.
Our initial stockholders currently hold 3,162,500 founder shares. The founder shares will automatically convert into shares of our
Class A common stock on the first business day following the completion of our initial business combination. Prior to our initial business combination, only holders of founder shares will be entitled to vote on the election of directors.
Upon the closing of the IPO, the Private Placement and the Over-Allotment Option, $127,765,000 ($10.10 per Unit) of the net proceeds of the
sale of the Units in the IPO and of the Private Placement Warrants in the Private Placement were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government
securities within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated
under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the
Trust Account as described below.
The Company and the underwriters also entered into a business combination marketing agreement pursuant
to which the Company agreed to pay the underwriters a fee of $4,427,500 upon consummation of an initial business combination.
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