UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

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 1, 2024

CERES ORION L.P.

(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)

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 1.01

Entry into a Material Definitive Agreement.

Management Agreement – Opus Futures, LLC

Ceres Managed Futures LLC, the general partner of the Registrant (the “General Partner”), and the Registrant have entered into a management agreement dated as of May 22, 2024 (the “Opus Management Agreement”) with Opus Futures, LLC, a Tennessee limited liability company (“Opus”), pursuant to which, effective July 1, 2024, Opus shall manage the portion of the Registrant’s assets allocated to it.

The General Partner has initially 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, 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”).

Pursuant to the Opus Management Agreement, the Registrant will pay Opus a monthly management fee equal to 1/12 of 1.00% (1.00% per year) of the month-end Net Assets of the Partnership (as defined in the Opus Management Agreement) allocated to Opus. Opus will also receive an annual incentive fee equal to 20% of New Trading Profits (as defined in the Opus Management Agreement) earned by Opus in each annual period.

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 has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CERES ORION L.P.

	By: Ceres Managed Futures LLC, General Partner

By:

/s/ Patrick T. Egan

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

CERES ORION L.P. 8-K