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 20~~April 3, ~~2022~~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 jurisdictionof incorporation)	(Commission File Number)	(I.R.S. EmployerIdentification No.)
(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~~203)~~668~~353-~~8000~~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	~~TradingSymbol~~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 5 3.0301. ~~Amendments~~Notice of Delisting or Failure to ~~Articles~~Satisfy ofa ~~Incorporation~~Continued Listing Rule or ~~Bylaws~~Standard; ~~Change~~Transfer inof ~~Fiscal Year.~~ Listing

AsOn ~~approved by its stockholders at the Meeting on December~~April 203, ~~2022~~2023, OPY Acquisition Corp. I (the “Company”) ~~filed~~received ana ~~amendment~~letter to(the ~~its~~“MVLS ~~Amended~~Notice”) ~~and~~from ~~Restated~~the ~~Certificate~~Listing ofQualifications ~~Incorporation~~Department (the “~~Charter~~Staff”) ~~with~~of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the ~~Delaware~~Company ~~Secretary~~that for the last 30 consecutive business days prior to the date of ~~State~~the onMVLS ~~December~~Notice, the Company’s Minimum Market Value of Listed Securities (“MVLS”) was less than $50.0 21million, ~~2022~~which does not meet the requirement for continued listing on The Nasdaq Global Market, as required by Nasdaq Listing Rule 5450(b)(2)(A) (the “~~Charter~~MVLS ~~Amendment~~Rule”). ~~which~~In ~~extends~~accordance ~~the~~with ~~deadline~~Nasdaq byListing ~~which~~Rule it5810(c)(3)(C), ~~must~~the ~~complete~~Staff ~~its~~has ~~initial~~provided ~~business~~the ~~combination~~Company ~~from~~with ~~April 29~~180 calendar days, ~~2023~~or tountil October 302, 2023., Ato ~~copy~~regain ofcompliance with the ~~Certificate~~MVLS ofRule. ~~Amendment~~The isMVLS ~~filed~~Notice ashas ~~Exhibit~~no ~~3.1~~immediate ~~hereto~~effect ~~and~~on isthe ~~incorporated~~listing byof ~~reference~~the ~~herein~~Company’s securities on The Nasdaq Capital Market.

~~Item~~On April 10, 2023, OPY Acquisition LLC I (the “Sponsor”) agreed to exchange 3,162,499 shares of the issued and outstanding shares of undesignated common stock held by it (the “Founders Shares”) into shares of Class 5A common stock.~~07.~~ ~~Submission~~On a pro forma basis, based on the closing stock price of ~~Matters~~the Class A common stock on April 7, 2023 of $10.22, this exchange will increase the MVLS by approximately $32 million. In order for the Company to regain compliance with the MVLS Rule, the Company’s MVLS must equal or exceed $50.0 million for at least 10 consecutive trading days however and the Staff must provide written confirmation to the Company to close the matter. Upon receipt of such letter, the Company will file a ~~Vote~~subsequent Form 8-K to report the receipt of ~~Security~~the ~~Holders~~letter.

OnIn ~~December 20,~~the ~~2022,~~event the Company ~~held~~does ~~the~~not ~~Special~~regain ~~Meeting~~compliance inwith ~~lieu of an Annual Meeting. On November 28, 2022,~~ the ~~record~~MVLS ~~date~~Rule ~~for~~prior ~~the Special Meeting, there were 15,812,500 shares of common stock of the Company entitled~~ to ~~be voted at the Special Meeting consisting of 12,650,000 shares of Class~~October ~~A common Stock and 3~~2,~~162,500~~ ~~shares~~2023 ~~of Class B common stock. At~~ (the ~~Special~~expiration ~~Meeting, 13,649,716 shares~~ of ~~common stock of~~ the ~~Company~~compliance ~~or 86.3% of the shares entitled to vote at the Special Meeting were represented in person or by proxy consisting of 10~~period),~~487,216~~ ~~shares~~it ofwill ~~Class A~~receive ~~common~~written ~~stock~~notification ~~and~~that ~~3,162,500~~its ~~shares~~securities ofare ~~Class B~~subject ~~common~~to ~~stock~~delisting. At ~~the~~that ~~Special Meeting~~time, ~~stockholders voted upon and approved~~ the ~~Charter Amendment. In addition, stockholders voted and approved the re-election of the five members of the~~ Company’s ~~board~~may ofappeal ~~directors, each to serve until~~ the ~~next~~delisting ~~annual~~determination ~~meeting of stockholders or until their successors are elected and qualified. Under the Company’s Charter, only holders of the Class B shares had voting rights with respect~~ to ~~the~~a ~~election~~Hearings ~~of directors~~Panel.

~~1. Charter~~While ~~Amendment~~the Company believes the exchange will allow it to regain compliance with the MVLS Rule, there can be no assurance that the Company will be able to regain compliance with the MVLS Rule.

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

FOR		AGAINST		ABSTAIN
13,406,078		243,628		10

2. Directors’ Proposal

All five nominees were re-elected. The voting results were as follows:

DIRECTOR	FOR	WITHHELD
Jonathan Siegel	3,162,500	—
David Epstein	3,162,500	—
Jonathan Fassberg	3,162,500	—
Kim Blickenstaff	3,162,500	—
Barbara Weber	3,162,500	—

Item 8.01. Other Events

In connection with the Charter Amendment Proposal, the Company was required to give its Class A stockholders the opportunity to redeem their shares of Class A common stock. Of the 12,650,000 shares of Class A common stock that were outstanding, a total of 10,170,490 shares exercised their redemption rights and did not subsequently reverse that decision.

Item 9.01.

Financial Statements and Exhibits.

EXHIBITNO.		DESCRIPTION
3.1		Amendment to the Amended and Restated Certificate of Incorporation of OPY Acquisition Corp. I dated December 21, 2022
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 21, 2022
Dated: April 10, 2023
OPY ACQUISITION CORP. I
By:		/s/ Jonathan B. Siegel
Name:		Jonathan B. Siegel
Title:		Chairman and Chief Executive Officer

Filing Compare · Opy Acquisition Corp. I