UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or ~~Section~~ 15(d) of of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~ 15April 24, ~~2021~~2023

~~ORION~~Orion ~~BIOTECH~~Biotech ~~OPPORTUNITIES~~Opportunities ~~CORP~~Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40410	98-1583924
(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.)

645 Fifth Avenue, 21st Floor New York, New York		10022
One Vanderbilt Avenue, 26th Floor New York, NY		10017
(Address of principal executive offices)		(Zip Code)

(212) 303-1650 (Registrant’s telephone number, including area code)

~~Registrant’s telephone~~N/A ~~number, including area code~~

Not Applicable

(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 (see General Instruction A.2.):

☒☐ 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 Class A ordinary share, $0.0001 par value per share, and one-fifth of one redeemable warrant	ORIAU	The Nasdaq Stock Market LLC
Class A ordinary shares included as part of the Units	ORIA	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50	ORIAQ	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. ☐☒

~~This Current Report on Form 8-K is filed by Orion Biotech Opportunities~~Securities ~~Corp.,~~registered apursuant ~~Cayman~~to ~~Islands~~Section ~~exempted company~~ 12(~~the “Company”~~b), inof ~~connection with~~ the ~~matters described herein.~~Act:

Item 4.02 Non-Reliance on Previously Issued Financial Statement and Related Audit Report.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-fifth of one redeemable warrant	ORIAU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	ORIA	The Nasdaq Stock Market LLC
Redeemable warrants included as part of the Units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	ORIAW	The Nasdaq Stock Market LLC

On December 15, 2021, the Company’s management (the “Management”) and the audit committee of the Company’s board of directors (the “Audit Committee”), concluded that due to a reclassification of the Company’s temporary and permanent equity, the Company’s previously issued revision to the (i) unaudited interim financial statements included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2021, filed with the SEC on August 12, 2021, and (ii) Note 2 to the unaudited interim financial statements and Item 4 of Part 1 included in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the SEC on November 12, 2021 (collectively, the “Affected Periods”), should be restated and should no longer be relied upon8.01. InOther addition, the audit report of WithumSmith+Brown, PC (“Withum”), the Company’s independent registered public accounting firm, included in the Current Report on Form 8-K filed with the SEC on May 21, 2021 should no longer be relied uponEvents.

~~Since the Company’s initial~~On ~~public~~April ~~offering~~24, ~~(“IPO”)~~2023, ~~the~~Orion ~~Company~~Biotech ~~has~~Opportunities ~~considered~~Corp. (the ~~Class A~~“Company”) ~~ordinary~~issued ~~shares~~a ~~subject~~press torelease ~~possible~~announcing ~~redemption~~that toas ~~be equal~~of to the ~~redemption value~~ close of ~~$10.00~~business ~~per~~on ~~Class A~~May ~~ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5~~17,~~000,001.~~ ~~Previously~~2023, the ~~Company~~publicly ~~did~~held ~~not~~Class ~~consider~~A ~~redeemable~~ordinary ~~stock~~shares, ~~classified~~par asvalue ~~temporary equity as part of net tangible assets~~$0. ~~Upon further analysis~~0001, ~~Management~~will ~~has~~be ~~determined~~deemed ~~that~~cancelled ~~the~~and ~~Class A~~will ~~ordinary shares issued during the~~represent ~~IPO~~only ~~and pursuant to~~ the ~~exercise~~right ~~of the underwriters’ overallotment can be redeemed or become redeemable subject~~ to ~~the~~receive ~~occurrence of~~their ~~future~~pro-rata ~~events~~share ~~considered~~in ~~outside~~ the Company’s ~~control.~~trust ~~Therefore~~account, ~~Management~~because ~~concluded~~the ~~that~~Company ~~the~~will ~~redemption~~not ~~value~~consummate ~~should~~an ~~include~~initial ~~all~~business ~~Class A~~combination ~~ordinary~~within ~~shares subject to possible redemption, resulting in~~ the ~~Class A~~time ~~ordinary~~period ~~shares~~required ~~subject~~by toits ~~possible~~Amended ~~redemption being~~and ~~equal~~Restated toMemorandum ~~their~~and ~~redemption~~Articles ~~value~~of Association.

The Company’s ~~does~~sponsor ~~not~~has ~~expect~~agreed ~~any~~to ofwaive ~~the~~its ~~above~~redemption ~~changes~~rights ~~will~~with ~~have~~respect ~~any impact~~to on its ~~cash~~outstanding ~~position~~Class ~~and~~B ~~investments~~ordinary ~~held~~shares inissued prior to the ~~trust~~Company’s ~~account~~initial ~~established~~public inoffering. ~~connection~~There ~~with~~will ~~the~~be ~~IPO.~~no ~~The Company’s~~redemption ~~Management~~rights ~~and~~or ~~the~~liquidating ~~Audit~~distributions ~~Committee~~with ~~have~~respect ~~discussed~~to the ~~matters~~Company’s warrants, ~~disclosed~~which inwill ~~this~~expire ~~Form 8-K with Withum~~worthless.

AsThe Company ~~such,~~will file a Form 25 with the Commission in order to delist the Company’s ~~has~~securities. ~~restated~~The ~~its~~Company ~~financial~~thereafter ~~statements~~expects ~~for~~to file a Form 15 with the ~~Affected~~ ~~Periods~~Commission into terminate the registration of the Company’s Q3securities ~~Form~~under ~~10-Q~~the Securities Exchange Act of 1934, as ~~described therein~~amended.

~~Cautionary~~A copy ~~Statements~~of ~~Regarding~~the ~~Forward-Looking~~press ~~Statements~~release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

~~This~~Item ~~Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the U~~9.S01. ~~Private~~Financial ~~Securities~~Statements Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Company’s cash position and ~~investments held in its trust account~~Exhibits. These statements are based on current expectations on the date of this Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.

Exhibit No.		Description
99.1		Press release, dated April 24, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

~~SIGNATURE~~ 1

~~Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURE

Date: December 20, 2021	ORION BIOTECH OPPORTUNITIES CORP.
	By:	/s/ Mark Kayal
		Name:	Mark Kayal
		Title:	Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ORION BIOTECH OPPORTUNITIES CORP.

Date: April 24, 2023	By:	/s/ Mark Kayal
	Name:	Mark Kayal
	Title:	Chief Financial Officer

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