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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

October 26, 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: (212)668-8000

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   OHAAU   The Nasdaq Stock Market LLC
Common Stock and one-half of one Redeemable Warrant 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 CPR §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 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As approved by its stockholders at the Meeting on October 26, 2023, OPY Acquisition Corp. I (the “Company”) filed an amendment to its Amended and Restated Certificate of Incorporation (the “Charter”) with the Delaware Secretary of State on October 26, 2023 which (1) extends the deadline by which it must complete its initial business combination up to eight times, each such extension for a one-month period from October 30, 2023 to June 30, 2024, (the “Extension Amendment”); and (2) eliminates from the charter the redemption limitation in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the redemption limitation (the “NTA Amendment”). A copy of the Extension Amendment and the NTA Amendment is included in Exhibit 3.1 hereto which is incorporated by reference herein.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On October 26, 2023, the Company held a Special Meeting of Stockholders (the “Special Meeting”) for the Company’s stockholders to consider and vote upon the Extension Amendment and the NTA Amendment. On October 2, 2023, the record date for the Special Meeting, there were 5,642,010 shares of common stock of the Company entitled to be voted at the Special Meeting consisting of 5,642,009 shares of Class A common Stock and one share of Class B common stock. At the Special Meeting, 5,245,693 shares of common stock of the Company or 92.97% of the shares entitled to vote at the Special Meeting were represented in person or by proxy consisting of 5,245,692 shares of Class A common stock and one share of Class B common stock. At the Special Meeting, stockholders voted upon and approved the Extension Amendment and the NTA Amendment as follows:

 

1.

Extension Amendment

Stockholders approved the Extension Amendment. The voting results were as follows:

 

FOR

  

AGAINST

  

ABSTAIN

5,245,493   200   0

 

2.

NTA Amendment

Stockholders approved the NTA Amendment. The voting results were as follows:

 

FOR

  

AGAINST

  

ABSTAIN

5,245,493   200   0

 

Item 8.01.

Other Events

In connection with the Extension Amendment and the NTA Amendment, respectively, the Company was required to give its Class A stockholders the opportunity to redeem their shares of Class A common stock. Of the 2,479,510 shares of public Class A common stock that were outstanding, a total of 355,677 shares exercised their redemption rights and did not subsequently reverse that decision.

 

Item 9.01.

Financial Statements and Exhibits.

 

EXHIBIT
NO.		    DESCRIPTION
3.1    Amendment to the Amended and Restated Certificate of Incorporation of OPY Acquisition Corp. I dated October 26, 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: October 26, 2023

 

OPY ACQUISITION CORP. I
By:  

/s/ Jonathan B. Siegel

Name:   Jonathan B. Siegel
Title:   Chairman and Chief Executive Officer

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

OPY ACQUISITION CORP. I

OPY Acquisition Corp. I (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by replacing the first sentence of Section 9.2(a) in its entirety with the following sentence:

“Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and subject to the limitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the “Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in accordance with Section 9.2(b) hereof (the “Redemption Price”).”

2. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the phrase at the beginning of Section 9.2(d) of Article IX “In the event that the Corporation has not completed an initial Business Combination by October 30, 2023 (the “Termination Date” in its entirety and inserting the following in lieu thereof:

“In the event that the Corporation has not completed an initial Business Combination by June 30, 2024 or, if such date is not a date the Delaware Secretary of State is open for filings, the next business day (the “Termination Date”)”

3. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by replacing Section 9.2(e) in its entirety with the following:

“(e) If the Corporation offers to redeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to consider such initial Business Combination.”

4. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the text of Section 9.2(f) and replacing it with “[Reserved]”

5. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged this 26th day of October, 2023.

 

OPY ACQUISITION CORP. I
By:   /s/ Jonathan B. Siegel
Name: Jonathan B. Siegel
Title: Chairman and Chief Executive Officer
v3.23.3
Document and Entity Information
Oct. 26, 2023
Document And Entity Information [Line Items]  
Amendment Flag false
Entity Central Index Key 0001870778
Current Fiscal Year End Date --12-31
Document Type 8-K
Document Period End Date Oct. 26, 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 (212)
Local Phone Number 668-8000
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Units Each Consisting Of One Share Of Class A 2 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Units, each consisting of one share of Class A
Trading Symbol OHAAU
Security Exchange Name NASDAQ
Common Stock And One Half Of One Redeemable Warrant Class A Common Stock Par Value 0.0001 Per Share 1 [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Common Stock and one-half of one Redeemable Warrant 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
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