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

April 327, 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: (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 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 38.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

OnAs ~~April 3,~~previously ~~2023,~~disclosed ~~OPY~~in ~~Acquisition~~a ~~Corp.~~Current IReport ~~(the~~on ~~“Company”)~~Form ~~received~~8-K adated ~~letter~~April ~~(the~~3, ~~“MVLS~~2023, ~~Notice”)~~on ~~from~~April 3, ~~the~~2023, ~~Listing Qualifications Department (~~the ~~“Staff”) of The~~ Nasdaq Stock Market LLC ~~(“Nasdaq”)~~notified ~~notifying~~OPY ~~the~~Acquisition ~~Company~~Corp. ~~that~~I ~~for~~ (the ~~last~~“Company”) 30that ~~consecutive~~it ~~business~~had ~~days~~failed ~~prior~~ to ~~the~~maintain ~~date~~a ofminimum ~~the~~market ~~MVLS~~value ~~Notice,~~of ~~the~~listed ~~Company’s~~securities ~~Minimum Market Value~~ of ~~Listed Securities (“MVLS”) was less than~~ $50~~.0 million~~,000,000 ~~which~~over ~~does~~the ~~not~~previous ~~meet~~30 ~~the~~consecutive ~~requirement~~business ~~for~~days ~~continued~~as ~~listing~~required onby The Nasdaq Global Market, asset ~~required~~forth byin ~~Nasdaq~~ Listing Rule 5450(b)(2)(A) (the “~~MVLS~~ Rule”). InAs ~~accordance~~previously ~~with Nasdaq Listing Rule 5810(c)(3)(C)~~disclosed, the ~~Staff~~Sponsor ~~has~~agreed ~~provided~~to ~~the~~exchange ~~Company with 180 calendar days~~3, ~~or until October 2~~162,499 ~~2023,~~founders toshares ~~regain~~for ~~compliance~~an ~~with~~equal ~~the~~number ~~MVLS~~of ~~Rule.~~shares ~~The~~of ~~MVLS~~Class A ~~Notice~~common ~~has~~stock nowhich ~~immediate~~is ~~effect on~~ the ~~listing~~class of ~~the Company’s~~ securities listed on ~~The~~ Nasdaq ~~Capital Market~~.

On April 10 27, 2023, ~~OPY Acquisition LLC I (~~the ~~“Sponsor”)~~Company ~~agreed~~received toa ~~exchange~~subsequent ~~3,162,499~~letter ~~shares~~from of the ~~issued~~Listing ~~and~~Qualifications ~~outstanding~~Staff ~~shares~~ of ~~undesignated~~Nasdaq ~~common~~informing ~~stock~~the ~~held~~Company bythat ~~it (~~the ~~“Founders~~Staff ~~Shares”)~~had ~~into~~determined ~~shares~~that offor ~~Class A common stock. On a pro forma basis, based on~~ the ~~closing~~period ~~stock~~from ~~price of the Class~~April A11 ~~common~~to ~~stock on~~ April 726, 2023 ~~of $10.22~~, ~~this~~the ~~exchange~~Company’s ~~will~~market ~~increase~~value ~~the~~of ~~MVLS~~listed bysecurities ~~approximately~~had been $~~32 million.~~50,000,000 Inor ~~order~~greater. ~~for~~Accordingly, the Company tohas ~~regain~~regained 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~~was ~~receipt~~now ~~of such letter, the Company will file a subsequent Form 8-K to report the receipt of the letter~~closed.

In the event the Company does not regain compliance with the MVLS Rule prior to October 2, 2023 (the expiration of the compliance period), it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel.

While 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.

Item 9.01.

Financial Statements and Exhibits.


EXHIBIT NO.		DESCRIPTION

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: April 10, 2023
Dated: May 1, 2023
OPY ACQUISITION CORP. I
By:		/s/ Jonathan B. Siegel
Name:		Jonathan B. Siegel
Title:		Chairman and Chief Executive Officer

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