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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~July~~ December 131, 2024

CERES ORION L.P. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

New York	000-50271	22-3644546
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Ceres Managed Futures LLC

1585 Broadway, 29th Floor

New York, New York 10036 (Address and Zip Code of principal executive offices)

(Address and Zip Code of principal executive offices)

Registrant’s telephone number, including area code: (855) 672-4468

(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. below):

☐ 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: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 1.0102. Termination ~~Entry~~of ~~into~~ a Material Definitive Agreement.

Management Agreement -– ~~Opus~~Breakout ~~Futures~~Funds, LLC

Effective December 31, 2024, Ceres Managed Futures LLC, the general partner of the Registrant (the “General Partner”), and the Registrant ~~have~~terminated ~~entered~~the ~~into a~~ management agreement dated as of ~~May~~June 229, ~~2024~~ 2021 (the “~~Opus~~Breakout Management Agreement”), with ~~Opus~~Breakout ~~Futures~~Funds, LLC, ~~a Tennessee limited liability company~~ (“~~Opus~~Breakout”), pursuant to which, ~~effective~~Breakout ~~July~~managed ~~1, 2024, Opus shall manage~~ the portion of the Registrant’s assets allocated to it. The General Partner terminated the Management Agreement because Breakout is no longer trading on behalf of the Registrant.

~~The~~Management ~~General~~Agreement ~~Partner~~-– ~~has~~Northlander ~~initially~~Commodity ~~selected the Opus Advanced Ag Program (the “Program”) to manage the Registrant’s assets allocated to Opus (the “Allocated Amount”). This trading may be conducted directly~~Advisors, ~~or indirectly through investment in a master fund, of which the General Partner would be the trading manager and Opus would be the advisor (the “Master Fund”).~~LLP

~~Pursuant~~Effective toDecember ~~the~~31, ~~Opus Management Agreement~~2024, ~~the~~Ceres ~~Registrant~~Managed ~~will~~Futures ~~pay~~LLC, ~~Opus~~the ageneral ~~monthly~~partner ~~management fee equal to 1/12~~ of ~~1.00%~~the Registrant (~~1.00%~~the ~~per~~“General ~~year~~Partner”), ofand the ~~month-end~~ ~~Net~~Registrant ~~Assets~~terminated of the ~~Partnership~~management (agreement dated as ~~defined~~of inApril 1, 2019 (the ~~Opus~~“Northlander Management Agreement”), ~~allocated~~with toNorthlander ~~Opus.~~Commodity ~~Opus~~Advisors, ~~will~~LLP ~~also~~(“Northlander”), ~~receive~~pursuant anto ~~annual~~which ~~incentive~~Northlander ~~fee~~managed ~~equal~~the toportion ~~20%~~ of ~~New~~the ~~Trading~~Registrant’s ~~Profits~~assets ~~(as~~allocated ~~defined~~to init. The ~~the~~General ~~Opus~~Partner terminated the Management Agreement) because ~~earned~~Northlander byis ~~Opus in~~no ~~each~~longer ~~annual~~trading ~~period~~on behalf of the Registrant.

The Opus Management Agreement expires on December 31, 2024. If it is not terminated as of that date, it shall automatically renew for an additional one-year period and shall continue to renew for additional one-year periods until it is otherwise terminated pursuant to the terms of the Opus Management Agreement.

The Opus Management Agreement is filed herewith as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are filed herewith.

	Exhibit No.		Description
	10.1		Opus Management Agreement by and among the Registrant, the General Partner and Opus.
	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~~Registrant has duly caused this report to be signed on its behalf by the undersigned ~~undersigned~~ hereunto duly authorized.

CERES ORION L.P. By: Ceres Managed Futures LLC, General Partner

	CERES ORION L.P.

	By: Ceres Managed Futures LLC, General Partner


	By:	/s/ Patrick T. Egan
		Patrick T. Egan
		President and Director



Date: January 7, 2025

By: /s/ Patrick T. Egan

Patrick T. Egan President and Director Date: July 8, 2024

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