UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): ~~January~~October 3128, 2022

ONE EQUITY PARTNERS OPEN WATER I CORP.

(Exact name of registrant as specified in its charter)

Delaware	001-39922	85-2827264
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

c/o OEP Open Water I Holdings, LLC
510 Madison Avenue, 19th Floor
New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 277-1500

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 to the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨x 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, and one-third of one warrant	OEPW.U	The Nasdaq Stock Market LLC
Shares of Class A common stock included as part of the units	OEPW	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	OEPWW	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 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ¨

Item 48.~~02.~~01 ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

On ~~January~~ 25October 28, 2022, ~~the audit committee of the board of directors (the “Audit Committee”) of~~ One Equity Partners Open Water I Corp. (the “Company”) ~~concluded~~announced that ~~due~~it tofiled a ~~reclassification~~preliminary ofproxy ~~the~~statement ~~Company’s~~to ~~temporary~~seek ~~and~~stockholder ~~permanent~~approval ~~equity,~~to ~~the Company’s~~adopt ~~previously~~amendments ~~issued~~to ~~(i) audited~~its ~~balance sheet as of January 26, 2021 included in the Company’s Current~~Amended ~~Report on Form 8-K, filed with the Securities~~ and ~~Exchange~~Restated ~~Commission~~Certificate ~~(the~~of ~~“SEC”)~~Incorporation ~~on February 1, 2021~~ (~~the~~ “~~Audited Balance Sheet~~Charter”), ~~(ii)~~to ~~unaudited~~allow ~~interim financial statements included in~~ the Company’s ~~Quarterly~~to ~~Report~~redeem ~~on Form 10-Q for~~all ~~the~~of ~~quarterly~~its ~~period~~outstanding ~~ended~~public ~~March 31, 2021, filed with the SEC on June 22, 2021, (iii) unaudited interim~~shares ~~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 16, 2021,~~ and ~~(iv) unaudited~~liquidate ~~interim~~no ~~financial~~later ~~statements~~than ~~included in the Company’s Quarterly Report on Form~~December ~~10-Q for the quarterly period ended September~~ 30, ~~2021~~2022, filed with the SEC on November 15, 2021 ((ii) through (iv) collectively, the “Affected Periods”), should no longer be relied upon. Since the Company’s initial public offering (“IPO”), the Company has considered its Class A ordinary shares subject to possible redemption to be equal to the redemption value of $10.00 per Class A ordinary share while also taking into consideration that a redemption cannot result in ~~net~~advance ~~tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part~~ of ~~net tangible assets. Upon further analysis,~~ the ~~Company’s~~automatic ~~management~~termination ~~has~~date ~~determined that the Class A ordinary shares issued~~ in ~~the~~its ~~IPO~~current ~~can~~Charter ~~be redeemed or become redeemable subject to the occurrence~~ of ~~future events considered outside of the Company’s control. Therefore, the Company’s management concluded that the redemption value should include all Class~~January ~~A ordinary shares subject to possible redemption~~26, ~~resulting in the Class A ordinary shares subject to possible redemption being equal~~ ~~to their redemption value~~2023.

~~The~~A ~~Company~~copy ~~does not expect any~~ of the ~~above~~press ~~changes~~release ~~will~~is ~~have~~attached ~~any~~hereto ~~impact~~as ~~on its cash position~~ Exhibit 99.1 and ~~cash~~is ~~held~~incorporated inherein ~~the~~by ~~trust account established in connection with the IPO~~reference.

AsItem ~~such,~~9.01 ~~the~~Financial ~~Company plans~~Statements ~~to restate (i) its financial statements for the Affected Periods in the Company’s Quarterly Report on Form 10-Q/A for the quarterly period ended September 30, 2021 (the “Q3 Form 10-Q/A”)~~ and ~~(ii) the Audited Balance Sheet, each to be filed with the SEC~~Exhibits.

(d)           Exhibits. The ~~Company’s~~following ~~management has~~exhibits ~~concluded~~are ~~that~~filed in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. The Company’s remediation plan with ~~respect~~this ~~to such material weakness will be described in more detail in the Q3~~ Form 108-~~Q/A.~~K:

The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K with WithumSmith+Brown, PC, the Company’s independent registered public accounting firm.

Exhibit No.		Description of Exhibits
99.1		Press Release, dated October 28, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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: January 31, 2022

	ONE EQUITY PARTNERS OPEN WATER I CORP.

Date: October 28, 2022	By:	/s/ Jessica Marion
	Name: Jessica Marion
	Title: Chief Financial Officer

ONE EQUITY PARTNERS OPEN WATER I CORP. By: /s/ Jessica Marion Name: Jessica Marion Title: Chief Financial Officer

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