8-K

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

November 5, 2021

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 Nasdaq Stock Market LLC

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 3.02. Unregistered Sales of Equity Securities.

On November 5, 2021, OPY Acquisition Corp. I closed on the Over-Allotment Option given to the underwriters in the IPO. Simultaneously with the closing of the Over-Allotment Option, the Company consummated the private placement (“Private Placement”) with the Sponsor of 110,000 warrants (the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating total proceeds of $165,000.

The Private Placement Warrants are identical to the Warrants sold in the IPO except that our Sponsor has agreed not to transfer, assign, or sell any of the Private Placement Warrants or underlying securities (except in limited circumstances, as described in the Registration Statement) until the date that is 30 days after the date we complete our initial business combination. Our Sponsors were granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Warrants.

Item 8.01. Other Events

As previously disclosed, on October 29, 2021, OPY Acquisition Corp. I (the “Company”) 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 (the “Class A Common Stock”) and one-half of one redeemable warrant (“Warrant”), each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $110,000,000. Concurrent with the IPO, OPY Acquisition LLC I, the sponsor of the Company, purchased 2,100,667 warrants in a private placement at a per warrant price of $1.50 resulting in gross proceeds of $3,151,000.

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 and the Private Placements were deposited in a trust account established for the benefit of the Company’s public stockholders. An unaudited pro forma balance sheet as of October 29, 2021 reflecting receipt of the proceeds upon consummation of the IPO, the private placements and the exercise of the Over-Allotment Option is filed herewith as Exhibit 99.1 hereto.

On November 5, 2021, the Company issued a press release announcing the closing of the Over-Allotment Option. The press release is filed as Exhibit 99.2 hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
99.1	Pro Forma Balance Sheet as of October 29, 2021 (unaudited).
99.2	Press Release dated November 5, 2021.

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: November 10, 2021
OPY ACQUISITION CORP. I
By:	/s/ Jonathan B. Siegel
Name: Jonathan B. Siegel
Title:   Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

OPY Acquisition Corp. I    

BALANCE SHEET (UNAUDITED)    

	October 29, 2021			Pro Forma Adjustments (unaudited)			As Adjusted (unaudited)
ASSETS
CURRENT ASSETS
Cash	$	2,052,919		$	—		$	2,052,919
Prepaid expenses and other assets		758,374			—			758,374
Total current assets		2,811,293			—			2,811,293
Cash held in Trust Account		111,100,000			16,500,000	(a)		127,600,000
					165,000	(b)		165,000
TOTAL ASSETS	$	113,911,293		$	16,665,000		$	130,576,293
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	1,043,325		$	—		$	1,043,325
Notes payable - related party		205,000			—			205,000
TOTAL LIABILITIES		1,248,325			—			1,248,325
COMMITMENTS AND CONTINGENCIES
Class A Common stock subject to possible redemption, $0.0001 par value, 11,000,000 and 12,650,000 shares at redemption value of $10.10 per share, respectively.		111,100,000			16,665,000	(d)		127,765,000
STOCKHOLDERS’ EQUITY
Class A Common Stock; $0.0001 par value; 100,000,000 shares authorized; -0- and -0- shares issued and outstanding (excluding 11,000,000 and 12,650,000 shares subject to possible redemption).		—			—			—
					165	(a)
					(165	)(d)
Common stock; $0.0001 par value; 10,000,000 shares authorized; 3,162,500 shares issued and outstanding		316			—			316
Additional paid-in capital		1,621,335			—			1,621,335
					16,499,835	(a)
					165,000	(b)
					330,000	(c)
					(330,000	) (c)
					(16,664,835	)(d)
Accumulated deficit		(58,683	)		—			(58,683	)
Total stockholders’ equity		1,562,968			—			1,562,968
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	113,911,293		$	16,665,000		$	130,576,293

NOTE 1 – CLOSING OF OVER-ALLOTMENT OPTION (UNAUDITED)

The accompanying unaudited Pro Forma Balance Sheet presents the Balance Sheet of OPY Acquisition Corp. I (the “Company”) as of October 29, 2021, adjusted for the closing of the underwriters’ over-allotment option (the “Over-Allotment Option”) and related transactions, which occurred on November 5, 2021, as described below.

On October 29, 2021, the Company consummated its Initial Public Offering (“IPO”) of 11,000,000 units (“Units”) with respect to the Class A common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000. Each Unit consists of one share of Class A common stock and one-half a redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment

Simultaneously with the closing of the IPO, the Company consummated the sale of 2,100,667 private placement warrants (“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s sponsor, OPY Acquisition LLC I (the “Sponsor”) generating gross proceeds of $3,051,000

The Company granted the underwriters a 45-day option to purchase up to 1,650,000 Units to cover over-allotments, if any. On November 5, 2021, the underwriters fully exercised the Over-Allotment Option and purchased 1,650,000 additional Units (the “Over-Allotment Units”), generating gross proceeds of $16,500,000.

Upon the closing of the Over-Allotment Option on November 5, 2021, the Company consummated a private sale of an additional 110,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $330,000. As of November 5, 2021, a total of $127,600,000 of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Warrants was placed in a U.S.-based trust account. As the underwriters’ Over-Allotment Option was exercised in full, 412,500 shares owned by the sponsor are no longer subject to forfeiture.

Additionally, the underwriters were issued an additional 220,000 Private Placement Warrants in addition to the 1,466,667 Private Placement Warrants at closing, for a total of 1,686,667 Private Placement Warrants owned at November 5, 2021.

As of November 5, 2021, in total there were 12,650,000 shares of Class A common stock, $0.0001 par value, issued and outstanding and 3,162,500 shares of common stock, $0.0001 par value, issued and outstanding.

Unaudited Pro forma adjustments to reflect the exercise of the underwriters’ Over-Allotment Option described above are as follows:

	Pro-forma entries:	Debit		Credit
(a)	Cash held in trust account		16,500,000
	Class A Common Stock				165
	Additional paid-in capital				16,499,835
	To record the sale of 1,650,000 over-allotment Units at $10.00 per Unit
(b)	Cash held in trust account		165,000
	Additional paid-in capital				165,000
	To record the sale of 110,000 over-allotment Private Placement Warrants at $1.50 per Private Placement Warrant
(c)	Additional paid-in capital		330,000
	Additional paid-in capital				330,000
	To record the payment of underwriting fees of 220,000 Private Placement Warrants at $1.50 per Private Placement Warrant
(d)	Class A Common Stock		165
	Additional paid-in capital		16,664,835
	Class A Common stock subject to redemption				16,665,000
	To record the change in Class A Common Stock subject to redemption from the sale of the over-allotment Units at $10.10 per Unit

EX-99.2

Exhibit 99.2

OPY Acquisition Corp. I Announces Closing of Over-Allotment Option

in Connection With Its Initial Public Offering

New York, November 5, 2021 – OPY Acquisition Corp. I (NASDAQ: OHAAU), (the “Company”) announced today that the underwriters in its initial public offering, pursuant to the terms of the underwriting agreement, fully exercised their over-allotment option and, on November 5, 2021, purchased an additional 1,650,000 units pursuant to the over-allotment option, generating additional gross proceeds of $16,500,000. Each unit consists of one share of Class A common stock and one-half of one redeemable warrant to purchase one share of Class A common stock at a price of $11.50 per whole share.

The total aggregate issuance, including the full overallotment, by the Company of 12,650,000 units at a price of $10.00 per unit resulted in total gross proceeds of $126,500,000.

The units are listed on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “OHAAU”. Once the securities comprising the units begin separate trading, the shares of Class A common stock and warrants are expected to be listed on Nasdaq under the symbols “OHAA” and “OHAAW,” respectively.

Oppenheimer & Co. Inc. and Lake Street Capital Markets, LLC acted as joint book running managers in the offering.

The offering was made only by means of a prospectus, copies of which may be obtained from Oppenheimer & Co. Inc., 85 Broad Street, 26th Floor, New York, NY 10004, Attn: Syndicate Prospectus Department, telephone: (212) 667-8055 or by email at EquityProspectus@opco.com, or by accessing the SEC’s website, www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About OPY Acquisition Corp. I

OPY Acquisition Corp. I is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will not be limited to any particular industry or geographic region, although it initially intends to pursue targets in the life sciences industry with a primary focus on novel therapeutics, medical devices or services that help improve healthcare outcomes.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements.” Forward-looking statements are subject to numerous conditions, many of which are beyond the control of OPY Acquisition Corp. I, including those set forth in the Risk Factors section of OPY Acquisition Corp. I’s registration statement and final prospectus for the IPO filed with the Securities and Exchange Commission (“SEC”). Copies are available on the SEC’s website, www.sec.gov. OPY Acquisition Corp. I undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact Information:

OPY Acquisition Corp. I

Jonathan B. Siegel

Chairman and Chief Executive Officer

info@opyacq.com