UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

OMEGA ALPHA SPAC

(Exact name of registrant as specified in its charter)

Cayman Islands	001-039840	98-1566615
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

888 Boylston Street, Suite 1111 Boston, MA	02199
(Address of principal executive offices)	(Zip Code)

(857) 268-4429

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

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

Title of Each Class:		Trading Symbol:		Name of Each Exchange on Which Registered:
Class A ordinary shares, $0.0001 par value per share		OMEG		The NASDAQ Capital Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
Emerging growth company	x

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. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of September 16, 2022, 14,301,000 Class A ordinary shares, par value $0.0001 per share, and 3,450,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

EXPLANATORY NOTE

References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company” or “our company” are to Omega Alpha SPAC unless the context otherwise indicates.

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (this “Amendment No. 1”) amends the Quarterly Report on Form 10-Q of Omega Alpha SPAC (the “Company”) as of and for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on May 13, 2022 (the “Original 10-Q Filing”).

The Company has been informed by the SEC on September 9, 2022 of an error resulting from the omission of the introductory language in the Certifications 31.1 and 31.2 referring to internal control over financial reporting in paragraph 4 and paragraph 4(b) language referring to internal control over financial reporting included in the Original 10-Q Filing.

We are filing this Amendment No. 1 to amend and restate the Original 10-Q Filing with modification as necessary to reflect the changes in the Certifications. The following items have been amended:

Exhibit 31.1. Certification of Chief Executive Officer Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

Exhibit 31.2. Certification of Chief Financial Officer Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

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 on this 16th day of September, 2022.

	OMEGA ALPHA SPAC

	By:	/s/ Otello Stampacchia
		Name: Otello Stampacchia
		Title: Chief Executive Officer

	By:	/s/ Francesco Draetta
		Name: Francesco Draetta
		Title: Chief Financial Officer

Omega Alpha SPAC 10-Q/A