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~~December 2618, 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~~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	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one share of Class A	OHAAU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	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
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~~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 5.03. 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

InOn ~~connection~~December 18, ~~with~~2023, ~~the~~OPY ~~Extension~~Acquisition ~~Amendment~~Corp. ~~and~~I (the ~~NTA Amendment, respectively, the~~ “Company”) ~~was~~issued ~~required~~a topress ~~give~~release ~~its~~announcing ~~Class A~~that ~~stockholders~~it ~~the~~will ~~opportunity~~be unable to ~~redeem~~consummate ~~their~~an ~~shares~~initial ofbusiness ~~Class A~~combination ~~common~~and ~~stock.~~intends Ofto ~~the~~dissolve ~~2,479,510 shares~~and ofliquidate ~~public~~in ~~Class A~~accordance ~~common~~with ~~stock~~the ~~that~~provisions ~~were outstanding, a total~~ of ~~355,677 shares~~its ~~exercised~~Amended ~~their redemption rights~~ and ~~did~~Restated ~~not~~Certificate ~~subsequently~~of ~~reverse~~Incorporation, ~~that~~as ~~decision~~amended (“Liquidation”).

As of the close of business on December 28, 2023, the Public Shares will be deemed cancelled, and each Public Share will represent only the right to receive a redemption amount equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares. The Company anticipates that the last day of trading of the Public Shares and the Company’s publicly traded units and warrants will be on or around December 27, 2023 and trading of Public Shares will be suspended effective before the opening of markets on December 28, 2023.

A copy of the press release dated December 18, 2023 is filed as Exhibit 99.1 hereto and incorporated by reference herein.

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 October 26, 2023
99.1		Press Release dated December 18, 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~~December 20, 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