UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT TO toSECTION ~~Section~~ 13 orOR ~~Section~~ 15(d) ~~of the Securities Exchange Act of 1934~~

~~Date~~OF THE ofSECURITIES ~~Report~~EXCHANGE ~~(Date~~ACT ofOF ~~earliest event reported): May 31, 2022~~1934

~~Orion~~Date of ~~Acquisition~~Report ~~Corp.~~(Date of earliest event reported): November 21, 2022

ORION ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-~~4013901~~40139	85-4210897
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS. Employer Identification No.)

767 5^th Avenue, 44th Floor

New York, NY 10153

(212) 583-8540

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (212) 583-8540

~~(Registrant’s telephone number, including~~Not ~~area code)~~Applicable

~~Check~~(Former name ~~the~~or ~~appropriate~~former ~~box~~address, ~~below~~ if ~~the~~changed ~~Form~~since ~~8-K filing~~last ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions~~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 (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-fourth of one redeemable warrant	OHPAU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A common stock, par value $0.0001, and one-quarter of one redeemable warrant	OHPAU	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	OHPA	The Nasdaq Stock Market LLC
Class A common stock, par value $0.0001	OHPA	The Nasdaq Stock Market LLC
Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50	OHPAW	The Nasdaq Stock Market LLC
Redeemable warrants, each warrant exercisable for one share of Class A common stock, each at an exercise price of $11.50 per share	OHPAW	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.0203. ~~Departure~~Amendments ofto ~~Directors~~Articles ~~or Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

~~On May 31, 2022, the board~~The ofinformation ~~directors~~included ~~(the~~in ~~“Board”)~~Item ~~of Orion Acquisition Corp~~5.07 ~~(the~~is ~~“Company”)~~incorporated ~~appointed~~by ~~Kenneth~~reference ~~Goulet~~in tothis ~~the~~item ~~Board as its Chairman. Mr. Goulet was appointed~~ to ~~serve as a Class II director with a term expiring at~~ the ~~Company’s~~extent ~~second annual meeting of stockholders~~required. ~~On May 31, 2022, Kenneth Burdick resigned as the Chairman of the Board, but will continue to serve as an Executive Advisor.~~

~~The Board appointed Mr. Goulet,~~Item who was determined to be an “independent director” as defined in the applicable rules of The Nasdaq Capital Market LLC and an “audit committee financial expert” as defined in the applicable rules of the U5.S07. ~~Securities~~Submission ~~and~~of ~~Exchange~~Matters ~~Commission,~~ to ~~the~~ ~~Board’s Audit Committee as its chair and to the Board’s Compensation Committee. In connection with such appointment, Kenneth Burdick resigned as the chair of the Audit Committee and as~~ a ~~member~~Vote of ~~the~~Security ~~Compensation Committee~~Holders.

~~Mr.~~On November ~~Goulet~~21, 632022, isOrion Acquisition Corp. (the “Company”) held a ~~senior-level~~special meeting of stockholders (the “Special Meeting”). ~~health~~At ~~care~~the ~~executive~~Special ~~with~~Meeting, ~~over~~the 30Company’s ~~years~~stockholders ofapproved ~~proven~~an ~~experience~~amendment into ~~growing~~the Company’s Amended and ~~leading~~Restated ~~large~~Certificate of ~~health~~Incorporation ~~plan~~(the ~~organizations.~~“Charter HeAmendment”) ~~has~~to ~~significant~~(i) change the date by which the Company must consummate a merger, capital ~~experience~~stock ~~managing~~exchange, ~~multi-billion~~asset ~~dollar~~acquisition, ~~P&L~~stock ~~and~~purchase, ~~consumer-focused~~reorganization ~~service~~or ~~operations~~similar ~~organizations.~~business ~~Mr.~~combination ~~Goulet~~from ~~semi-retired~~March 4, in2023 ~~2015~~to December 1, ~~and~~2022, ~~has~~(ii) remove ~~served~~the Redemption Limitation (as andefined ~~investor,~~in ~~advisor~~the Company’s Amended and ~~board~~Restated ~~member~~Certificate of ~~several~~Incorporation) to ~~growth~~allow ~~companies~~the asCompany ~~well~~to redeem shares of Class A Common Stock initially included in the units sold as apart ~~board~~of ~~director~~the ~~for~~initial public offering ~~companies~~(the ~~over~~“Public Shares”) notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001, and (iii) allow the ~~last~~Company ~~several~~to ~~years~~remove up to $100,000 of interest earned on the amount on deposit in the trust account established for the benefit of the holders of Public Shares (“Trust Account”) prior to redeeming the Public Shares in connection with the Special Meeting in order to pay dissolution expenses (the “Charter Amendment Proposal”).

~~Previously, Mr. Goulet served~~The asfollowing ~~the~~is ~~executive~~a ~~vice~~tabulation ~~president~~ of ~~Anthem Inc., and president of~~ the ~~company’s~~votes ~~Commercial~~with ~~and~~respect ~~Specialty~~to ~~Business division –~~ the ~~largest~~Charter ~~Commercial~~Amendment ~~Business~~Proposal, ~~Division~~which ~~in the United States. He~~ was ~~responsible~~approved ~~for~~by the ~~company~~Company’s Local business (including all state presidents, individual on and off exchange business, small group and large group business); National Accounts; and Specialty Products (including dental, vision, life, disability and workers’ compensation). He had P&L accountability for 30 million Medical members and 17.5 million Specialty members. His responsibilities included Strategy, Marketing, Product, Medical Management, Provider Engagement & Contracting and Service Operations.stockholders:

Before joining Anthem, Mr. Goulet spent 23 years at CIGNA Corporation where he held a number of management, sales and operations positions. Mr. Goulet received a Bachelor’s degree in economics from Trinity College in Hartford, Connecticut.

For		Against		Abstain
43,295,991		511		0

1In connection with the Special Meeting, stockholders holding an aggregate of 36,634,446 Public Shares exercised their right to redeem their Public Shares for approximately $10.08 per share of the funds held in the Company’s Trust Account.

OnIn addition, ~~May~~on 31November 21, 2022, the Company ~~entered~~ ~~into~~filed ~~an indemnity agreement (~~the ~~“Indemnity~~Charter ~~Agreement”)~~Amendment with ~~Mr. Goulet in~~ the ~~form~~Secretary ~~previously~~of ~~filed~~State asof ~~Exhibit 10.7 to~~ the ~~Company’s~~State ~~Registration~~of ~~Statement on Form S-1 (File No~~Delaware. ~~333-253081)~~A ~~for its initial public offering, initially filed with~~copy the U.S. Securities and Exchange Commission on February 12, 2021 (the “Registration Statement”). Pursuant to the Indemnity Agreement, the Company has agreed, among other things, to provide contractual indemnification, in addition to the indemnification provided in the Company’s Amended and Restated Certificate of ~~Incorporation, against liabilities that may arise by reason of Mr. Goulet’s service on~~ the ~~Board,~~Charter ~~and~~Amendment tois ~~advance~~attached ~~expenses~~hereto ~~incurred~~ as aExhibit ~~result of any proceeding against him for which he could be indemnified~~3.1.

OnItem ~~May 31, 2022, the Company entered into a letter agreement with Mr~~8. Goulet (the “Letter Agreement”) on substantially the same terms as the form of letter agreement previously entered into by and between the Company and each of its other directors in connection with the Company’s initial public offering01. ~~Pursuant~~Other to the Letter Agreement, Mr. Goulet has agreed (i) to waive his redemption rights with respect to any founder shares and public shares held by him in connection with the completion of the Company’s initial business combination and a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) that would modify the substance or timing of the Company’s obligation to provide holders of shares of Class A common stock the right to have their shares redeemed in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares if the Company does not complete its initial business combination within 24 months from the closing of the Company’s initial public offering or (B) with respect to any other provision relating to the rights of holders of the Company’s Class A common stock and (ii) to waive his rights to liquidating distributions from the trust account with respect to any founder shares he holds if the Company fails to consummate an initial business combination within 24 months from the closing of the Company’s initial public offering (although he will be entitled to liquidating distributions from the trust account with respect to any public shares he holds if the Company fails to complete its initial business combination within the prescribed time frame).Events

~~The~~In light ~~foregoing~~of ~~descriptions~~the Charter Amendment, the Company’s liquidation date is December 1, 2022. Because the Company will not be able to complete ofan initial business combination by December 1, 2022, the ~~Indemnity~~Company ~~Agreement~~will ~~and~~(i) after December 1, 2022, cease all operations, except for the ~~Letter~~purpose ~~Agreement~~of dowinding up; (ii) as promptly as reasonably possible but not ~~purport~~more than ten business days thereafter, redeem the Public Shares at a per-share price, payable in cash, equal to bethe ~~complete~~aggregate ~~and~~amount ~~are~~then ~~qualified~~on deposit in ~~their~~the ~~entireties~~Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, divided by ~~reference~~the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the holders of Public Shares as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the ~~form~~approval of ~~indemnity~~the ~~agreement~~remaining stockholders and the ~~Letter~~board ~~Agreement~~of directors, dissolve ~~copies~~and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of ~~which~~creditors and ~~are~~the ~~attached~~requirements of other applicable law, and (iv) as ~~Exhibit~~promptly ~~10.7~~as reasonably possible following such redemption, subject to the approval of the ~~Registration~~remaining ~~Statement~~stockholders and ~~Exhibit~~ ~~10.1~~the ~~hereto~~Board in accordance with applicable law, ~~respectively~~dissolve and liquidate, subject in each case to the Corporation’s obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and ~~are~~other ~~incorporated~~requirements ~~herein~~of byapplicable ~~reference~~law.

~~There~~The Company ~~are~~expects nothat ~~arrangements or~~the ~~understandings~~last ~~between~~day ~~Mr.~~of ~~Goulet~~trading ~~and~~of ~~any~~its ~~other~~securities ~~persons~~on ~~pursuant~~the toNasdaq ~~which~~Capital ~~Mr.~~Market ~~Goulet~~(“Nasdaq”) ~~was~~will ~~selected~~be asDecember a1, 2022, ~~director~~following ofwhich the Company. ~~There are~~expects nothat ~~family~~Nasdaq ~~relationships~~will ~~between~~file ~~Mr.~~a ~~Goulet~~Form 25 with the United States Securities and ~~any~~Exchange ofCommission (the “SEC”) ~~Company’s~~to ~~other~~delist ~~directors~~its securities on or ~~executive~~about ~~officers~~December ~~and~~2, Mr2022. ~~Goulet~~The ~~does not~~Company ~~have~~thereafter ~~any~~expects ~~direct~~to orfile ~~indirect~~a ~~material~~Form ~~interest~~15 inwith ~~any~~the ~~transaction~~SEC to ~~required~~terminate tothe beregistration ~~disclosed~~of ~~pursuant~~its tosecurities ~~Item~~under ~~404(a)~~the Securities Exchange Act of ~~Regulation~~1934, ~~S-K~~as amended.

~~Item 9.01 Financial Statements and Exhibits.~~1

~~(d)~~Item 9.01. Financial Statements and Exhibits.

~~EXHIBIT INDEX~~(d) Exhibits.

Exhibit No.		Description of Exhibits
10.1		Letter Agreement, dated May 31, 2022, by and between the Company and Kenneth Goulet.
3.1		Amendment to the Registrant’s Amended and Restated Certificate of Incorporation.
104		Cover Page Interactive Data File-Embedded ~~(embedded~~ within the ~~Inline~~inline XBRL document).

~~SIGNATURE~~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~~ORION ACQUISITION CORP. By: ~~May~~/s/ ~~31,~~Beau ~~2022~~Garverick Name: Beau Garverick Title: Chief Executive Officer

~~ORION ACQUISITION CORP. By~~Date: ~~/s/~~November ~~Beau~~22, ~~Garverick Name: Beau Garverick Title: Chief Executive Officer and Chief Financial Officer~~2022

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