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

~~September~~October 1226, 2023

Date of Report (Date of earliest event reported)

OPY Acquisition Corp. I

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40968

85-2624164

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

85 Broad Street

New York, NY

10004

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (~~203~~212)~~353~~668-~~7610~~8000

N/A

(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

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant	OHAAU	The Nasdaq Stock Market LLC
Units, each consisting of one share of Class A	OHAAU	The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share	OHAA	The Nasdaq Stock Market LLC
Common Stock and one-half of one Redeemable Warrant Class A Common Stock, par value $0.0001 per share	OHAA	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	OHAAW	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 ~~CFR~~CPR §240.12b-2).

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 35.0103. ~~Notice~~Amendments ~~of Delisting or Failure~~ to ~~Satisfy~~Articles aof ~~Continued~~Incorporation ~~Listing Rule~~ or ~~Standard~~Bylaws; ~~Transfer~~Change ofin ~~Listing~~Fiscal Year.

OnAs ~~September~~approved by its stockholders at the Meeting on October 1226, 2023, OPY Acquisition Corp. I (the “Company”) ~~received~~filed aan ~~letter~~amendment ~~(the~~to ~~“Notice”)~~its ~~from~~Amended ~~the~~and ~~Listing~~Restated ~~Qualifications~~Certificate ~~Department~~of Incorporation (the “~~Staff~~Charter”) ofwith ~~The~~the ~~Nasdaq~~Delaware ~~Stock~~Secretary ~~Market~~of ~~LLC~~State ~~(“Nasdaq”)~~on ~~notifying~~October 26, ~~the~~2023 ~~Company~~which ~~that~~(1) extends the ~~Company~~deadline ~~was~~by ~~not~~which init ~~compliance~~must ~~with~~complete ~~Listing~~its ~~Rule~~initial ~~5450(a)(2),~~business ~~which~~combination ~~requires~~up ~~the Company~~ to ~~have~~eight attimes, ~~least~~each ~~400~~such ~~shareholders~~extension for ~~continued~~a one-month period ~~listing~~from onOctober 30, ~~the~~2023 ~~Nasdaq~~to ~~Global~~June 30, ~~Market~~2024, (the “~~Minimum~~Extension ~~Total~~Amendment”); ~~Holders~~and ~~Rule”~~(2). eliminates ~~The~~from ~~Notice~~the ischarter ~~only~~the aredemption ~~notification~~limitation ofin ~~deficiency,~~order ~~not~~to allow the Company to redeem public shares irrespective of ~~imminent~~whether ~~delisting,~~such ~~and~~redemption ~~has~~would noexceed ~~current~~the ~~effect~~redemption onlimitation (the ~~listing~~“NTA orAmendment”). ~~trading~~A copy of the ~~Company’s~~Extension ~~securities~~Amendment onand the ~~Nasdaq~~NTA ~~Global~~Amendment ~~Market~~is included in Exhibit 3.1 hereto which is incorporated by reference herein.

~~The~~Item ~~Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Total Holders Rule~~5. ~~The Company intends to submit a plan to regain compliance with the Minimum Total Holders Rule within the required timeframe~~07. IfSubmission ~~Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension~~ of upMatters to ~~180~~a ~~calendar~~Vote ~~days from the date~~ of ~~the~~Security ~~Notice to evidence compliance with the Minimum Total~~ Holders ~~Rule~~. ~~If Nasdaq does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a Nasdaq Hearings Panel.~~

On October 26, 2023, the Company held a Special Meeting of Stockholders (the “Special Meeting”) for the Company’s stockholders to consider and vote upon the Extension Amendment and the NTA Amendment. On October 2, 2023, the record date for the Special Meeting, there were 5,642,010 shares of common stock of the Company entitled to be voted at the Special Meeting consisting of 5,642,009 shares of Class A common Stock and one share of Class B common stock. At the Special Meeting, 5,245,693 shares of common stock of the Company or 92.97% of the shares entitled to vote at the Special Meeting were represented in person or by proxy consisting of 5,245,692 shares of Class A common stock and one share of Class B common stock. At the Special Meeting, stockholders voted upon and approved the Extension Amendment and the NTA Amendment as follows:

1.	Extension Amendment

Stockholders approved the Extension Amendment. The voting results were as follows:


FOR	AGAINST	ABSTAIN
5,245,493	200	0

2.	NTA Amendment

Stockholders approved the NTA Amendment. The voting results were as follows:


FOR	AGAINST	ABSTAIN
5,245,493	200	0

Item 8.01.

Other Events

In connection with the Extension Amendment and the NTA Amendment, respectively, the Company was required to give its Class A stockholders the opportunity to redeem their shares of Class A common stock. Of the 2,479,510 shares of public Class A common stock that were outstanding, a total of 355,677 shares exercised their redemption rights and did not subsequently reverse that decision.

Item 9.01.

Financial Statements and Exhibits.

EXHIBIT NO.		DESCRIPTION
EXHIBITNO.		DESCRIPTION
3.1		Amendment to the Amended and Restated Certificate of Incorporation of OPY Acquisition Corp. I dated October 26, 2023
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.

Dated: September 15, 2023
OPY ACQUISITION CORP. I
By:		/s/ Jonathan B. Siegel
Name:		Jonathan B. Siegel
Title:		Chairman and Chief Executive Officer

Dated: October 26, 2023


OPY ACQUISITION CORP. I

By:		/s/ Jonathan B. Siegel
Name:		Jonathan B. Siegel
Title:		Chairman and Chief Executive Officer

Filing Compare · Opy Acquisition Corp. I