UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR ~~Section~~ 15(d) of ~~the~~OF ~~Securities Exchange Act of 1934~~THE

~~Date~~SECURITIES ofEXCHANGE ~~Report~~ACT ~~(Date~~OF ~~of earliest event reported): January 13, 2022~~1934

~~Omega~~Date ~~Alpha~~of ~~SPAC~~Report (Date of earliest event reported): December 23, 2022

OMEGA ALPHA SPAC

(Exact name of registrant as specified in its charter)

Cayman Islands	001-~~39840~~039840	98-1566615
(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.)

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

Registrant'’s telephone number, including area code: (~~617~~857) ~~502~~268-~~6530~~4429

Not Applicable (Former name or former address, if changed since last report)

(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:

¨	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)	~~Trading~~Name ~~Symbol(s)~~of each exchange on which registered		~~Name of each exchange on which registered~~
Class A ordinary shares, $0.0001 par value per share	OMEG	~~OMEG~~The NASDAQ Capital Market LLC		~~The Nasdaq Capital 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 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 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

OnThe ~~November 22,~~Board ~~2021,~~of ~~Omega~~Directors ~~Alpha SPAC~~ (the “~~Company~~Board”) ~~filed~~of ~~its~~Omega ~~Form 10-Q~~Alpha ~~for~~SPAC ~~the quarterly period ended September 30, 2021~~ (the “~~Q3 Form 10-Q~~Company”), ~~which~~has ~~included~~determined inthat ~~Note~~the 2,Company will ~~Revision~~not tobe ~~Previously~~able ~~Reported~~to ~~Financial~~consummate ~~Statements~~an ~~(“Note 2”),~~initial abusiness ~~revision~~combination towithin the ~~Company’s~~time ~~classification~~period ofrequired by its ~~Class~~Amended Aand ~~ordinary~~Restated ~~shares~~Memorandum and ~~subject~~Articles toof ~~redemption~~Association ~~issued in~~ (the ~~Company’s initial public offering (~~“~~IPO~~Articles”) ~~on January 11, 2021~~. ~~As described in Note 2~~Accordingly, ~~upon its IPO,~~ the ~~Company~~Board ~~classified~~has adetermined ~~portion~~that ofit ~~the Class~~is Ain ~~ordinary shares as permanent equity to maintain net tangible assets greater than $5,000,000 on~~ the ~~basis~~best ~~that~~interest of the Company ~~will consummate~~and its ~~initial~~shareholders ~~business~~to ~~combination~~liquidate ~~only~~early ifand the Company ~~has~~will ~~net~~redeem ~~tangible~~all ~~assets~~ of ~~at least $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. The Company’s management revised~~ its ~~interpretation~~outstanding ~~to include temporary equity in net tangible assets. As a result, management corrected the error by restating all~~ Class A ordinary shares, par ~~subject~~value to$0.0001, ~~redemption~~effective as ~~temporary~~of ~~equity. This resulted in an adjustment to~~ the ~~initial~~close ~~carrying value~~ of ~~the~~business ~~Class A~~on ~~ordinary shares subject to possible redemption with the offset recorded to additional paid-in capital (to the extent available)~~December 28, ~~accumulated deficit and Class A ordinary shares~~2022.

~~Also in~~As ~~Note~~such, 2in ofaccordance with the Company’s ~~Q3 Form 10-Q~~Articles, ~~in connection with~~ the ~~change in presentation for the Class A ordinary shares subject to possible redemption, the~~ Company revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation differs from the previously presented method of earnings per share, which was similar to the two-class method.will:

~~As described~~· ~~above,~~cease ~~originally,~~all ~~the~~operations ~~Company~~as ~~determined~~of ~~the~~December ~~changes were not qualitatively material to the Company’s previously issued financial statements and revised its previously financial statements in Note 2 to its Q3 Form 10-Q. However~~28, ~~upon further consideration of the material nature of the changes~~2022, ~~the~~except ~~Company~~those ~~determined~~required ~~the change in classification of the Class A ordinary shares subject~~ to ~~redemption~~wind ~~and~~up ~~change to its presentation of earnings per share is material quantitatively and~~ the Company’s ~~should restate its previously issued financial statements.~~business;

~~On January 13,~~· ~~2022,~~as ~~the~~promptly ~~audit~~as ~~committee~~reasonably ofpossible, ~~the~~redeem ~~board of directors of~~ the ~~Company~~Public ~~(the “Audit Committee”) concluded~~Shares, ~~after discussion~~at ~~with~~a ~~the~~per-share ~~Company’s management~~price, ~~that~~payable ~~the~~in ~~Company’s~~cash, ~~previously~~equal ~~issued~~to ~~(i) audited~~the ~~balance~~aggregate ~~sheet~~amount asthen ofon ~~January 11, 2021,~~deposit ~~included~~ in the Company’s ~~Current~~trust ~~Report~~account ~~on Form 8-K;~~ (iithe “Trust Account”) ~~unaudited~~, ~~interim~~including ~~financial~~interest ~~statements~~earned ~~included in~~on the ~~Company’s~~funds ~~Quarterly~~held ~~Report~~in ~~on Form 10-Q for~~ the ~~quarterly~~Trust ~~period~~Account ~~ended~~and ~~March 31,~~not ~~2021;~~previously ~~and~~released ~~(iii) unaudited interim~~to ~~financial~~the ~~statements~~Company ~~included~~to inpay the Company’s ~~Quarterly~~income ~~Report~~taxes, onif ~~Form 10-Q~~any ~~for~~(less ~~the~~$100,000 ~~quarterly~~of ~~period~~interest ~~ended~~to ~~June 30, 2021~~pay ~~(collectively,~~dissolution ~~the “Affected Periods”~~expenses), ~~should~~divided beby ~~restated~~the ~~and~~number ~~should~~of nothe ~~longer~~then-outstanding bePublic ~~relied~~Shares, ~~upon.~~which ~~Similarly,~~redemption ~~other~~will ~~communications describing~~completely ~~the~~extinguish ~~Company~~public shareholders’s ~~financial~~rights ~~statements~~as ~~and~~shareholders ~~other~~of ~~related~~the ~~financial~~Company ~~information~~(including ~~covering~~ the ~~Affected~~right ~~Periods~~to ~~should~~receive nofurther ~~longer be~~liquidation ~~relied~~distributions, ~~upon.~~if any); and

~~Additionally, the~~· ~~Audit~~as ~~Committee~~promptly ~~determined~~as ~~that~~reasonably itpossible isfollowing ~~appropriate~~such toredemption, ~~file~~subject ~~(i) an amendment~~ to ~~its~~the Q3approval ~~Form 10-Q~~of (the ~~“Q3~~Company’s ~~Form 10-Q/A”), including~~remaining ~~restated~~shareholders ~~unaudited~~and ~~interim financial statements for~~ the ~~quarterly~~Company’s ~~periods~~board ~~ended~~of ~~March 31~~directors, ~~2021~~liquidate and ~~June 30~~dissolve, ~~2021, and~~subject ~~(ii) an~~to ~~audited~~the ~~restated~~Company’s ~~balance~~obligations ~~sheet~~under asCayman ofIslands ~~January 11,~~law ~~2021,~~to ~~which~~provide ~~will~~for beclaims ~~filed with the SEC on the appropriate form, both reflecting the restatement~~ of ~~the~~creditors ~~Class A ordinary shares subject to redemption~~ and the ~~change~~requirements ~~to its presentation~~ of ~~earnings per~~other ~~share,~~applicable ~~as soon as practicable~~law.

The per-share ~~Company~~redemption ~~does~~price ~~not~~for ~~expect~~the ~~any~~public shares will be approximately $10.11 (the “Redemption Amount”). The balance of the ~~above~~Trust ~~changes~~Account ~~will~~as ~~have~~of ~~any~~December ~~impact~~22, on2022 ~~its~~was ~~cash~~approximately ~~position~~$139,634,302.58, which includes approximately $1,634,302.58 in interest and dividend income (excess of cash ~~held~~over in$ ~~its~~138,000,000, the funds deposited into the Trust Account). In accordance with the terms of the related trust ~~account~~agreement, the Company expects to retain $100,000 of the interest and dividend income from the Trust Account to pay dissolution expenses.

~~After re-evaluation,~~As ~~the Company’s management has concluded that in light~~ of the ~~errors~~close ~~described~~of ~~above, a material weakness existed in~~business ~~the~~on ~~Company’s~~December 28, ~~internal~~2022, ~~control over financial reporting for complex securities during~~ the ~~Affected~~Public ~~Periods~~Shares ~~and~~will ~~that~~be ~~the~~deemed ~~Company’s disclosure~~cancelled ~~controls~~ and ~~procedures~~will ~~were~~represent ~~not~~only ~~effective.~~the ~~The~~right ~~Company’s remediation plan with respect~~ to ~~such~~receive ~~material weakness will be described in more detail in~~ the Q3Redemption ~~Form 10-Q/A~~Amount.

The Redemption Amount ~~Company’s~~will ~~management~~be ~~and~~payable to the ~~Audit~~holders ~~Committee~~of ~~have~~the ~~discussed~~Public ~~the~~Shares ~~matters~~upon ~~disclosed~~presentation inof ~~this~~their ~~Current~~respective ~~Report~~stock onor ~~Form 8-K with~~unit certificates or other delivery ~~WithumSmith+Brown,~~of ~~PC,~~their shares or units to the Company’s ~~independent~~transfer ~~auditor~~agent, Continental Stock Transfer & Trust Company. Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.

~~SIGNATURE~~The Company’s sponsor has waived its redemption rights with respect to the outstanding Class A ordinary shares, held by the sponsor, and the Class B ordinary shares. After December 28, 2022, the Company shall cease all operations except for those required to wind up the Company’s business.

~~Pursuant~~The toCompany ~~the~~expects ~~requirements~~that ofNasdaq will file a Form 25 with the U.S. Securities and Exchange ~~Act~~Commission of(the ~~1934,~~“Commission”) ~~the~~to ~~registrant~~delist ~~has~~its ~~duly~~securities. The ~~caused~~Company ~~this~~thereafter ~~report~~expects to befile ~~signed~~a onForm 15 ~~its~~with ~~behalf~~the byCommission to terminate the ~~undersigned~~registration ~~hereunto~~of its securities under the Securities ~~duly~~Exchange ~~authorized~~Act of 1934, as amended.

~~Dated:~~Forward-Looking ~~January 19, 2022~~Statements

~~OMEGA~~This ~~ALPHA~~Current ~~SPAC~~Report ~~By:~~on Form 8-K /includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. Such forward-looking statements are based on current information and expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s/ ~~Otello~~views ~~Stampacchia~~as ~~Name:~~of ~~Otello~~any ~~Stampacchia~~subsequent ~~Title:~~date, ~~Chief~~and ~~Executive~~the ~~Officer~~Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and ~~Chairman~~unknown risks and uncertainties, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many of which are beyond the ~~Board~~control of ~~Directors~~the Company, including those set forth in the “Risk Factors” in the Company’s registration statement on Form S-1 (Registration No. 333-251551), as amended, initially filed with the Commission on December 21, 2020, relating to its initial public offering, annual, quarterly reports and subsequent reports filed with the Commission, as amended from time to time. Copies of such filings are available on the Commission’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.

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: December 23, 2022

	OMEGA ALPHA SPAC


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

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