S-1MEF

As filed with the U.S. Securities and Exchange Commission on October 26, 2021.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OPY Acquisition Corp. I

(Exact name of registrant as specified in its charter)

Delaware	6770	85-2624164
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

85 Broad Street

New York, New York 10004

Telephone: (212) 668-8000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Jonathan B. Siegel Chief

Executive Officer OPY

Acquisition Corp. I

85 Broad Street

New York, New York 10004

Telephone: (212) 668-8000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Mitchell S. Nussbaum	Dennis McNamara	Stuart Bressman
Giovanni Caruso	General Counsel	White & Case LLP
Loeb & Loeb LLP	Oppenheimer & Co. Inc.	1221 Avenue of the Americas
345 Park Ave	85 Broad Street, 22nd Floor	New York, New York 10020
New York, New York 10154	New York, NY 10004	Telephone: (212) 819-8200
Telephone: (212) 407-4000	Telephone: (212) 668-5771	Facsimile: (212) 354-8113
Facsimile: (212) 207-4880	Facsimile: (212) 668-8081

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ‘

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☒ 333-260171

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ‘

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		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 to Section 7(a)(2)(B) of the Securities Act. ‘

CALCULATION OF REGISTRATION FEE

Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price per Security(1)	Proposed Maximum Aggregate Offering Price(1)	Amount of Registration Fee
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-half (1/2) of one redeemable warrant (2)	1,150,000	$10.00	11,500,000	$1,062.60
Shares of Class A common stock included as part of the units (3)(4)	1,150,000	—	—	—
Redeemable warrants included as part of the units (3)(4)	575,000	—	—	—
Redeemable warrants issued to underwriter	115,000	11.50	1,322,500	122.20
Total			12,822,500	$1,184.80

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act.

(2) Includes 150,000 units, which may be issued upon exercise of a 45-day option to purchase additional units granted to the underwriter.

(3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(4) Maximum number of shares of Class A common stock and redeemable warrants, as applicable, included in the units described above, including those that may be issued upon exercise of a 45-day option granted to the underwriters described above.

(5) No fee pursuant to Rule 457(g) under the Securities Act. (6) Paid herewith

This Registration Statement shall become effective upon filing with the SEC in accordance with Rule 462(b) under the Securities Act of 1933, as amended.

Explanatory Note

This registration statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended. OPY Acquisition Corp. I (the “Registrant”) hereby incorporates by reference into this registration statement the contents of the Registration Statement on Form S-1 (Registration No. 333-260171 ), including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on October 26, 2021 (the “Prior Registration Statement”). This registration statement is being filed solely to increase the number of units (and the components of the units) being offered in the public offering as well as the shares being issued to the representative. The required opinion of counsel and related consent and accountant’s consent are attached hereto and filed herewith.

Part II

Information Not Required in Prospectus

Item 16. Exhibits and Financial Statement Schedules.

All exhibits filed or incorporated by reference in the registrant’s Registration Statement on Form S-1 (File No. 333-260171), are incorporated herein by reference, and shall be deemed to be part of, this Registration Statement, except for the following which are filed herewith.

(a) Exhibits. The following exhibits are being filed herewith:

Exhibit	Description
5.1	Opinion of Loeb & Loeb
23.1	Consent of WithumSmith+Brown, PC
23.2	Consent of Loeb & Loeb (included in Exhibit 5.1)

Signatures

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 26th day of October, 2021.

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

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Jonathan B. Siegel	Chairman, CEO and Director	October 26, 2021
Jonathan B. Siegel
/s/ David R. Epstein	Director	October 26, 2021
David R. Epstein
/s/ Daniel E. Geffken	Principal Financial and Accounting	October 26, 2021
Daniel E. Geffken	Officer

EX-5.1

Exhibit 5.1

LOEB & LOEB LLP   345 Park Avenue New York, NY 10154-1895     Main Fax     212.407.4000 212.407.4990

October 26, 2021

OPY Acquisition Corp. I

85 Broad Street
New York, New York 10004

Re: OPY Acquisition Corp. I

Ladies and Gentlemen:

We have acted as counsel to OPY Acquisition Corp. I, a Delaware corporation (the “Company”), in connection with its filing of the Registration Statement on Form S-1, as amended prior to being declared effective (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”), with the Securities and Exchange Commission. The Registration Statement relates to an underwritten public offering and sale of (i) 1,000,000 units (the “Units”), with each Unit consisting of one share (each a “Share”) of the Company’s Class A common stock, par value $.0001 per share (the “Common Stock”), and one-half of a warrant (the “Public Warrants”), with each whole Public Warrant being entitled to purchase one share of the Company’s Common Stock (each a “Public Warrant Share”), and (ii) up to 150,000 Units (the “Over-Allotment Units”) for which the underwriters have been granted an over-allotment option. We are also registering 153,334 warrants (the “Underwriters Warrants”) to be issued to the underwriters in lieu of cash compensation in connection with the offering.

The Public Warrants will be issued and sold and the Underwriters Warrants will be issued pursuant to the terms of the Warrant Agreement, filed as an exhibit to the Registration Statement on Form S-1 (the “Warrant Agreement”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction of the Company’s Amended and Restated Certificate of Incorporation and By-laws, the Warrant Agreement, and such other documents, records and instruments as we have deemed appropriate for purposes of the opinion set forth herein. We have, to the extent deemed appropriate, relied upon certain representations of certain officers of the Company, as to questions of fact material to this opinion.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that (i) the Units have been duly authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, will be valid and legally binding obligations of the Company, (ii) the Shares have been duly

OPY Acquisition Corp. I

October 8, 2021

Page 2

authorized by the Company and, when issued and sold by the Company and delivered by the Company against receipt of the purchase price therefor, in the manner contemplated by the Registration Statement, will be validly issued, fully paid and non-assessable, (iii) the Public Warrants have been duly authorized by the Company and, provided that the Public Warrants have been duly executed by the Company and duly delivered to the purchasers thereof against payment therefor, then the Public Warrants, when issued and sold in the manner contemplated by the Registration Statement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms, and (iv) the Underwriters Warrants have been duly authorized by the Company and, provided that the Underwriters Warrants have been duly executed by the Company and duly delivered to the underwriters, then the Underwriters Warrants, when issued and delivered by the Company in the manner contemplated by the Registration Statement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms.

We are opining solely on (i) all applicable statutory provisions of Delaware corporate law, including the rules and regulations underlying those provisions, all applicable provisions of the Constitution of the State of Delaware and all applicable judicial and regulatory determinations, and (ii) the laws of the State of New York.

In addition, the foregoing opinions are qualified to the extent that (a) enforceability may be limited by and be subject to general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law (including, without limitation, concepts of notice and materiality), and by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ and debtors’ rights generally (including, without limitation, any state or federal law in respect of fraudulent transfers); and (b) no opinion is expressed herein as to compliance with or the effect of federal or state securities or blue sky laws.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement, to the use of our name as your U.S. counsel and to all references made to us in the Registration Statement and in the prospectus forming a part thereof. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations promulgated thereunder.

Very truly yours,

/s/ Loeb & Loeb LLP

Loeb & Loeb LLP

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 pursuant to Rule 462(b) under the Securities Act of 1933, as amended, of our report dated October 8, 2021, relating to the financial statements of OPY Acquisition Corp. I, appearing in the Registration Statement on Form S-1, File No. 333-260171.

/s/ WithumSmith+Brown, PC

New York, New York

October 26, 2021