UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2021~~ 2022

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

ORION ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		001-40139		85-4210897
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

767 5^th Avenue, 44^th Floor

New York, NY 10153

(Address of principal executive offices, including zip code)

(212) 583-8540

(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(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-quarter of one redeemable warrant	OHPAU	The Nasdaq Stock Market LLC
Class A common stock included as part of the units	OHPA	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	OHPAW	The Nasdaq Stock 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 ☒ 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 ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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	☒	Smaller reporting company	☒
		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. ☐

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

As of ~~November~~May 1013, ~~2021~~2022, 41,400,000 Class A ~~common~~ common stock, par value $0.0001 per share, and 10,350,000 Class B common stock, par value $0.0001 per share, were issued and outstanding.

ORION ACQUISITION CORP.

Quarterly Report on Form 10-Q

Table of Contents

		Page No.
	PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	1
	Condensed Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	1
	Condensed Balance Sheets as of March 31, 2022 (Unaudited) and December 31, 2021	1
	Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2021	2
	Unaudited Condensed Statements of Operations for the three months ended March 31, 2022 and 2021	2
	Unaudited Condensed Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2021	3
	Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2022 and 2021	3
	Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2021	4
	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2022 and 2021	4
	Notes to Unaudited Condensed Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2524
Item 4.	Controls and Procedures	2524
	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	2726
Item 6.	Exhibits	2726
	SIGNATURES	2827

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements.

ORION ACQUISITION CORP.

CONDENSED BALANCE SHEETS

	September 30, 2021			December 31, 2020
	March 31, 2022			December 31, 2021
	(unaudited)
Assets:
Current assets:
Cash	$	~~843~~525,~~172~~747		$	-818,897
Prepaid expenses		~~889~~622,~~236~~718			15716,~~000~~735
Total current assets		1,~~732~~148,~~408~~465			151,~~000~~535,632
Investments held in Trust Account		414,~~013~~106,~~916~~228			-414,055,324
Deferred offering costs		-			321,820
Total Assets	$	415,254,693		$	415,590,956
Total Assets	$	415,746,324		$	336,820
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit):
Current liabilities:
Accounts payable	$	1237,~~875~~350		$	1916,~~570~~664
Due to related party		148			-
Accrued expenses		1,127,443			919,700
Accrued expenses		689,700			250,000
Franchise tax payable		49,365			183,064
Franchise tax payable		149,091			918
Total current liabilities		1,214,158			1,119,428
Note payable - related party		-			52,250
Deferred underwriting commissions		14,490,000			14,490,000
Total current liabilities		851,814			322,738
Derivative warrant liabilities		5,539,700			11,615,500
Deferred underwriting commissions		14,490,000			-
Total Liabilities		21,243,858			27,224,928
Derivative warrant liabilities		11,436,800			-
Total Liabilities		26,778,614			322,738
Commitments and Contingencies
Class A common stock subject to possible redemption, $0.0001 par value; 41,400,000 and 0 shares at $10.00 per share at redemption as of September 30, 2021 and December 31, 2020, respectively		414,000,000			-
Class A common stock subject to possible redemption, $0.0001 par value; 41,400,000 shares issued and outstanding at $10.00 per share redemption value as of March 31, 2022 and December 31, 2021		414,000,000			414,000,000
Stockholders’ Equity (Deficit):
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		-			-
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued or outstanding		-			-
Class A common stock, $0.0001 par value; 500,000,000 shares authorized at September 30, 2021 and December 31, 2020		-			-
Class A common stock, $0.0001 par value; 500,000,000 shares authorized; no non-redeemable shares issued or outstanding		-			-
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		1,035			1,035
Class B common stock, $0.0001 par value; 50,000,000 shares authorized; 10,350,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021		1,035			1,035
Additional paid-in capital		-			~~23,965~~-
Accumulated deficit		(2519,~~033~~990,~~325~~200	)		(1025,~~918~~635,007	)
Total stockholders’ equity (deficit)		(25,032,290	)		14,082
Total stockholders’ deficit		(19,989,165	)		(25,633,972	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Equity (Deficit):	$	415,746,324		$	336,820
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit	$	415,254,693		$	415,590,956

The accompanying notes are an integral part of these unaudited condensed financial statements.

ORION ACQUISITION CORP.

UNAUDITED CONDENSED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

	For the Three Months Ended March 31,
	2022			2021

General and administrative expenses	$	402,532		$	111,269
General and administrative expenses - related party		30,000			10,000
Franchise tax expense		49,365			48,839
Loss from operations		(481,897	)		(170,108	)
Other income (expense)
Financing costs - derivative warrant liabilities		-			(815,795	)
Change in fair value of derivative warrant liabilities		6,075,800			3,141,420
Interest earned on investments held in Trust Account		50,904			3,742
Total other income (expense)		6,126,704			2,329,367
Net income	$	5,644,807		$	2,159,259

Weighted average shares outstanding of Class A common stock, basic		41,400,000			12,880,000
Weighted average shares outstanding of Class A common stock, diluted		41,400,000			12,880,000
Basic net income per share, Class A common stock	$	0.11		$	0.10
Diluted net income per share, Class A common stock	$	0.11		$	0.09

Weighted average shares outstanding of Class B common stock, basic		10,350,000			9,420,000
Weighted average shares outstanding of Class B common stock, diluted		10,350,000			10,350,000
Basic net income per share, Class B common stock	$	0.11		$	0.10
Diluted net income per share, Class B common stock	$	0.11		$	0.09

	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021
General and administrative expenses	$	762,027		$	1,129,184
General and administrative expenses - related party		29,700			69,700
Franchise tax expense		50,711			149,413
Loss from operations		(842,438	)		(1,348,297	)
Other income (expense)
Financing costs - derivative warrant liabilities		-			(815,795	)
Change in fair value of derivative warrant liabilities		5,539,700			13,549,950
Gain (loss) on investments held in Trust Account		(4,850	)		13,916
Net income	$	4,692,412		$	11,399,774
Weighted average shares outstanding of Class A common stock, basic and diluted		41,400,000			31,997,802
Basic and diluted net income per share, Class A common stock	$	0.09		$	0.27
Weighted average shares outstanding of Class B common stock, basic		10,350,000			10,043,407
Weighted average shares outstanding of Class B common stock, diluted		10,350,000			10,350,000
Basic net income per share, Class B common stock	$	0.09		$	0.27
Diluted net income per share, Class B common stock	$	0.09		$	0.27

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~2

2ORION ACQUISITION CORP.

~~ORION~~UNAUDITED ~~ACQUISITION~~CONDENSED ~~CORP.~~STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

UNAUDITED CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	For the Three Months Ended March 31, 2022
	Common Stock								Additional					Total
	Class A				Class B				Paid-In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021		-	$	-		10,350,000	$	1,035	$	-	$	(25,635,007	)	$	(25,633,972	)
Net income		-		-		-		-		-		5,644,807			5,644,807
Balance - March 31, 2022 (unaudited)		-	$	-		10,350,000	$	1,035	$	-	$	(19,990,200	)	$	(19,989,165	)

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021

	For the Three Months Ended March 31, 2021
	Common Stock								Additional						Total
	Class A				Class B				Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance - December 31, 2020		-	$	-		10,350,000	$	1,035	$	23,965		$	(10,918	)	$	14,082
Excess of cash received over fair value of private placement warrants		-		-		-		-		273,250			-			273,250
Accretion of Class A common stock to redemption amount		-		-		-		-		(297,215	)		(36,422,181	)		(36,719,396	)
Net income		-		-		-		-		-			2,159,259			2,159,259
Balance - March 31, 2021 (unaudited)		-	$	-		10,350,000	$	1,035	$	-		$	(34,273,840	)	$	(34,272,805	)

	Common Stock								Additional						Total
	Class A				Class B				Paid-In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital			Deficit			Equity (Deficit)
Balance - December 31, 2020		-	$	-		10,350,000	$	1,035	$	23,965		$	(10,918	)	$	14,082
Excess of cash received over fair value of private placement warrants		-		-		-		-		273,250			-			273,250
Accretion of Class A common stock to redemption amount		-		-		-		-		(297,215	)		(36,422,181	)		(36,719,396	)
Net income		-		-		-		-		-			2,159,259			2,159,259
Balance - March 31, 2021 (unaudited)		-	$	-		10,350,000	$	1,035	$	-		$	(34,273,840	)	$	(34,272,805	)
Net income		-		-		-		-		-			4,548,103			4,548,103
Balance - June 30, 2021 (unaudited)		-	$	-		10,350,000	$	1,035	$	-		$	(29,725,737	)	$	(29,724,702	)
Net income		-		-		-		-		-			4,692,412			4,692,412
Balance - September 30, 2021 (unaudited)		-	$	-		10,350,000	$	1,035	$	-		$	(25,033,325	)	$	(25,032,290	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~3

3ORION ACQUISITION CORP.

~~ORION~~UNAUDITED ~~ACQUISITION~~CONDENSED ~~CORP.~~STATEMENTS OF CASH FLOWS

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS

	For the Three Months Ended March 31,
	2022			2021

Cash Flows from Operating Activities:
Net income	$	5,644,807		$	2,159,259
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(6,075,800	)		(3,141,420	)
Financing costs - derivative warrant liabilities		-			815,795
General and administrative expenses paid by related party under promissory note		-			3,456
Gain on investments held in Trust Account		(50,904	)		(3,742	)
Changes in operating assets and liabilities:
Prepaid expenses		94,017			(1,193,283	)
Accounts payable		20,686			4,120
Due to related party		-			2,985
Accrued expenses		207,743			4,833
Franchise tax payable		(133,699	)		47,899
Net cash used in operating activities		(293,150	)		(1,300,098	)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		-			(414,000,000	)
Net cash used in investing activities		-			(414,000,000	)

Cash Flows from Financing Activities:
Repayment of note payable to related party		-			(135,794	)
Proceeds received from initial public offering, gross		-			414,000,000
Proceeds received from private placement		-			11,280,000
Offering costs paid		-			(8,830,045	)
Net cash provided by financing activities		-			416,314,161

Net change in cash		(293,150	)		1,014,063

Cash - beginning of the period		818,897			-
Cash - end of the period	$	525,747		$	1,014,063

Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	$	-		$	17,308
Offering costs included in accrued expenses	$	-		$	70,000
Offering costs paid through note payable - related party	$	-		$	60,518
Usage of prepaid offering costs	$	-		$	5,500
Outstanding accounts payable paid by related party under promissory note	$	-		$	19,570
Deferred underwriting commissions	$	-		$	14,490,000

~~FOR~~The ~~THE~~accompanying ~~NINE~~notes ~~MONTHS~~are ~~ENDED~~an ~~SEPTEMBER~~integral ~~30,~~part of ~~2021~~these unaudited condensed financial statements.

Cash Flows from Operating Activities:
Net income	$	11,399,774
Adjustments to reconcile net income to net cash used in operating activities:
Change in fair value of derivative warrant liabilities		(13,549,950	)
Financing costs - derivative warrant liabilities		815,795
General and administrative expenses paid by related party under promissory note		3,456
Gain on investments held in Trust Account		(13,916	)
Changes in operating assets and liabilities:
Prepaid expenses		(879,736	)
Due to related party		148
Accrued expenses		609,700
Franchise tax payable		148,173
Net cash used in operating activities		(1,466,556	)
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(414,000,000	)
Net cash used in investing activities		(414,000,000	)
Cash Flows from Financing Activities:
Repayment of note payable to related party		(135,794	)
Proceeds received from initial public offering, gross		414,000,000
Proceeds received from private placement		11,280,000
Offering costs paid		(8,834,478	)
Net cash provided by financing activities		416,309,728
Net increase in cash		843,172
Cash - beginning of the period		-
Cash - end of the period	$	843,172
Supplemental disclosure of noncash activities:
Offering costs included in accounts payable	$	12,875
Offering costs included in accrued expenses	$	70,000
Offering costs paid through note payable - related party	$	60,518
Outstanding accounts payable paid by related party under promissory note	$	19,570
Deferred underwriting commissions	$	14,490,000
Accretion of Class A common stock to redemption amount	$	36,719,396

~~The~~Orion ~~accompanying~~Acquisition ~~notes are an integral part of these unaudited condensed financial statements~~Corp.

4Notes to Unaudited Condensed Financial Statements

~~Orion~~1. ~~Acquisition~~Description ~~Corp~~of Organization and Business Operations

~~Notes~~Organization toand ~~Unaudited Condensed Financial Statements~~General

1Orion Acquisition Corp. ~~Description~~(the of“Company”) is ~~Organization~~a blank check company incorporated on November 25, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the ~~Operations~~risks associated with emerging growth companies.

~~Organization~~As of March 31, 2022, the Company had not commenced any operations. All activity for the period from November 25, 2020 (inception) through March 31, 2022 relates to the Company’s formation, the preparation for the initial public offering (the “Initial Public Offering”) described below, and ~~General~~since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company’s fiscal year end is December 31.

The Company’s sponsor is Orion Healthcare Acquisition ~~Corp.~~Partners, LLC, a Delaware limited liability company (the “~~Company~~Sponsor”) is. aThe ~~blank~~registration ~~check~~statement ~~company~~for ~~incorporated~~the inCompany’s Initial ~~Delaware~~Public Offering was declared effective on ~~November~~March 251, ~~2020~~2021. On March 4, ~~for~~2021, the ~~purpose~~Company ofconsummated ~~effecting~~its aInitial ~~merger~~Public Offering of 41,400,000 ~~capital~~units ~~stock~~(the ~~exchange, asset~~“Units” ~~acquisition~~and, with respect to the Class A common stock ~~purchase,~~included ~~reorganization~~in orthe ~~similar~~Units ~~business~~being ~~combination~~offered, ~~with~~the ~~one~~“Public Shares”), orincluding ~~more~~5,400,000 ~~businesses~~additional Units to cover over-allotments (the “~~Business~~Over-Allotment ~~Combination~~Units”), at $10.00 per ~~The~~Unit, ~~Company~~generating isgross anproceeds ~~emerging~~of ~~growth~~$414.0 ~~company~~million, and incurring offering costs of approximately $23.6 million, asof ~~such~~which approximately $816,000 ~~the~~was ~~Company~~for isfinancing ~~subject~~costs to- ~~all~~derivative ofwarrant ~~the~~liabilities ~~risks~~and ~~associated~~approximately ~~with~~$14.5 ~~emerging~~million ~~growth~~was ~~companies~~for deferred underwriting commissions (see Note 5).

AsSimultaneously ofwith ~~September~~the ~~30,~~closing ~~2021,~~of the ~~Company had not~~Initial ~~commenced~~Public ~~any operations. All activity for the period from November 25~~Offering, ~~2020 (inception) through September 30, 2021 relates to~~ the Company~~’s formation,~~ ~~the~~consummated ~~preparation for~~ the ~~initial~~private ~~public~~placement ~~offering~~ (~~the~~ “~~Initial~~Private ~~Public Offering~~Placement”) ~~described~~of ~~below~~7,520,000 ~~and~~warrants ~~since the closing of the Initial Public Offering~~(each, ~~the search for~~ a ~~prospective initial Business Combination. The Company will not generate any operating~~“Private ~~revenues~~Placement ~~until~~Warrant” ~~after~~and ~~the completion of its initial Business Combination~~collectively, at the ~~earliest.~~“Private ~~The~~Placement ~~Company~~Warrants”) ~~generates~~at ~~non-operating~~a ~~income~~price ~~in the form~~ of ~~interest~~$1.50 ~~income~~per onPrivate ~~cash~~Placement ~~and~~Warrant to ~~cash~~the ~~equivalents~~Sponsor, ~~from~~generating ~~the~~ proceeds ~~derived~~of ~~from~~approximately ~~the Initial Public Offering~~$11.3 ~~The~~million ~~Company~~(see ~~has~~Note ~~selected December 31 as its fiscal year end~~4).

~~The~~Upon ~~Company’s~~the ~~sponsor~~closing isof ~~Orion~~the ~~Healthcare Acquisition~~Initial ~~Partners,~~Public ~~LLC,~~Offering and athe ~~Delaware~~Private ~~limited~~Placement, ~~liability~~$414.0 ~~company~~million (~~the~~$10.00 ~~“Sponsor”~~per Unit). ~~The~~of ~~registration~~the ~~statement~~net ~~for~~proceeds of the ~~Company’s Initial~~sale of the Public ~~Offering~~Shares ~~was~~in ~~declared~~the ~~effective~~Initial onPublic Offering ~~March~~and 1,of ~~2021.~~the OnPrivate ~~March~~Placement 4,Warrants ~~2021,~~in the ~~Company~~Private ~~consummated~~Placement ~~its~~were ~~Initial~~placed ~~Public~~in ~~Offering of~~a ~~41,400,000~~trust ~~units~~account (~~the~~ “~~Units~~Trust Account”) ~~and,~~located in the United States with ~~respect~~Continental toStock ~~the~~Transfer ~~Class~~& ATrust ~~common~~Company ~~stock~~acting ~~included~~as intrustee, ~~the~~and ~~Units~~will ~~being~~be ~~offered,~~invested ~~the~~only ~~“Public~~in U.S. government ~~Shares”),~~treasury ~~including~~bills ~~5,400,000~~with ~~additional~~a ~~Units~~maturity toof ~~cover~~185 ~~over-allotments~~days ~~(the~~or ~~“Over-Allotment~~less ~~Units”),~~or atin ~~$10.00~~money ~~per Unit,~~market ~~generating~~funds ~~gross~~investing ~~proceeds~~solely ofin ~~$414~~U.0S. ~~million,~~Treasuries and ~~incurring~~meeting ~~offering~~certain ~~costs~~conditions under Rule 2a-7 under the Investment Company Act of ~~approximately~~1940, ~~$23.6~~as ~~million~~amended (the “Investment Company Act”), ofas ~~which~~determined ~~approximately~~by the ~~$816~~Company,~~000~~ ~~was~~until ~~for~~the ~~financing~~earlier ~~costs~~of: -(i) ~~derivative~~the ~~warrant~~completion ~~liabilities~~of a Business Combination and ~~approximately~~(ii) ~~$14.5~~the ~~million~~distribution ~~was~~of ~~for~~the ~~deferred~~Trust ~~underwriting~~Account ~~commissions (Note~~as 5)described below.

~~Simultaneously~~The Company’s management has broad discretion with respect to the ~~closing~~specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the ~~Company~~net ~~consummated~~proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the ~~private~~Company ~~placement~~will ~~(“Private~~be ~~Placement”)~~able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of ~~7,520,000~~at ~~warrants~~least 80% of the net assets held in the Trust Account (~~each,~~net aof ~~“Private~~amounts ~~Placement~~disbursed ~~Warrant”~~to ~~and~~management ~~collectively~~for working capital purposes, if permitted, and excluding the ~~“Private~~amount ~~Placement~~of ~~Warrants”)~~any deferred underwriting commissions) at athe ~~price~~time of $1the agreement to enter into the initial Business Combination.50 ~~per~~However, ~~Private~~the ~~Placement~~Company ~~Warrant~~will only complete a Business Combination toif the ~~Sponsor,~~post-business ~~generating~~combination ~~proceeds~~company owns or acquires 50% or more of ~~approximately~~the ~~$11.3~~voting ~~million~~securities ~~(Note~~of 4)the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Share) of the net proceeds of the sale of the Public Shares in the Initial Public Offering and of the Private Placement Warrants in the Private Placement were placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.5

~~The~~Orion ~~Company’s~~Acquisition management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business CombinationCorp. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).

5Notes to Unaudited Condensed Financial Statements

~~Orion~~The ~~Acquisition~~Company ~~Corp~~will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”

~~Notes~~The Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination. The Company will not redeem the Public Shares in an amount that would cause its net tangible assets to ~~Unaudited~~be ~~Condensed~~less ~~Financial~~than ~~Statements~~$5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its amended and restated certificate of incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The ~~Company~~Amended ~~will~~and ~~provide~~Restated ~~the~~Certificate ~~holders~~ of ~~the Public~~Incorporation ~~Shares~~provides ~~(the~~that ~~“Public Stockholders”) with the opportunity to redeem all or~~ a ~~portion~~public ofstockholder, ~~their~~together ~~Public~~with ~~Shares~~any ~~upon~~affiliate ~~the completion~~ of asuch ~~Business~~stockholder ~~Combination~~or ~~either~~any ~~(i)~~other inperson ~~connection~~ with awhom such stockholder ~~meeting~~is acting ~~called~~in toconcert ~~approve the Business Combination~~ or ~~(ii)~~as ~~by means of~~ a ~~tender~~“group” ~~offer.~~(as ~~The~~defined ~~decision~~under asSection to13 ~~whether~~of the ~~Company~~Securities ~~will~~Exchange ~~seek~~Act ~~stockholder approval~~ of a1934, ~~Business~~as ~~Combination~~amended or(the ~~conduct a tender~~“Exchange ~~offer~~Act”)), will be ~~made~~restricted byfrom ~~the~~redeeming ~~Company, solely in~~ its ~~discretion.~~shares ~~The~~with ~~Public~~respect ~~Stockholders will be entitled~~ to ~~redeem~~more ~~their~~than ~~Public~~an ~~Shares~~aggregate ~~for a~~of ~~pro~~15% ~~rata~~or ~~portion~~more of the ~~amount then held in the Trust Account (initially anticipated to be $10.00 per~~ Public ~~Share). The per-share amount to be distributed to Public Stockholders who redeem their Public~~ Shares ~~will not be reduced by the deferred underwriting commissions the~~, ~~Company~~without ~~will pay to~~ the ~~underwriters~~prior ~~(as~~consent ~~discussed in Note 5). These Public Shares are recorded at a redemption value and classified as temporary equity upon the completion~~ of the ~~Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity~~Company.”

The ~~Company~~Sponsor ~~will~~and ~~proceed with a Business Combination if a majority of~~ the ~~shares voted are voted in favor of the Business Combination. The~~ Company’s ~~will~~officers ~~not~~and directors ~~redeem~~ (the ~~Public~~“Initial ~~Shares~~Stockholders”) inagreed ~~an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is~~ not ~~required by law and the Company does not decide~~ to ~~hold~~propose aan ~~stockholder~~amendment ~~vote for business or other reasons, the Company will, pursuant~~ to ~~its amended and restated certificate of incorporation (~~the “Amended and Restated Certificate of Incorporation~~”), conduct the redemptions pursuant to the tender~~ ~~offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior~~ to ~~completing a~~modify ~~Business Combination. If, however, stockholder approval of~~ the ~~transaction~~substance ~~is required by law,~~ or ~~the~~timing ~~Company~~of ~~decides to obtain stockholder approval for business or legal reasons,~~ the Company’s ~~will~~obligation ~~offer~~ to redeem ~~shares~~100% inof ~~conjunction with a proxy solicitation pursuant to~~ the ~~proxy~~ ~~rules and not pursuant to the tender offer rules. Additionally, each~~ Public ~~Stockholder may elect to redeem their Public~~ Shares ~~irrespective~~ ofif ~~whether they vote for or against~~ the ~~proposed transaction. If the~~ Company ~~seeks~~does ~~stockholder~~not ~~approval in connection with~~complete a Business Combination, within the ~~Initial~~Combination ~~Stockholders~~Period (as defined below) ~~agreed~~or towith ~~vote~~respect ~~their~~to ~~Founder~~any ~~Shares~~other ~~(as~~material ~~defined~~provisions ~~below~~relating into ~~Note 4) and~~stockholders’ ~~any~~rights ~~Public Shares purchased during~~ or ~~after~~pre-initial ~~the Initial Public Offering in favor of a~~ Business Combination. ~~In addition~~activity, unless the ~~Initial~~Company ~~Stockholders agreed~~provides tothe ~~waive~~Public ~~their~~Stockholders ~~redemption rights~~ with ~~respect~~the opportunity to redeem their ~~Founder Shares and~~ Public Shares in ~~connection~~conjunction with ~~the~~any ~~completion~~such ~~of a Business Combination~~amendment.

~~The~~If ~~Amended~~the ~~and~~Company ~~Restated~~is ~~Certificate~~unable ofto ~~Incorporation~~complete a Business ~~provides~~Combination ~~that~~within a24 ~~public~~months ~~stockholder~~from the closing of the Initial Public Offering, ~~together~~or ~~with~~March ~~any~~4, ~~affiliate~~2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of ~~such~~winding ~~stockholder~~up; or(ii) ~~any~~as ~~other~~promptly ~~person~~as ~~with~~reasonably ~~whom~~possible, ~~such~~but ~~stockholder~~not ismore ~~acting~~than inten ~~concert~~business ordays asthereafter, redeem the Public Shares, at a ~~“group”~~per-share ~~(as~~price, ~~defined~~payable ~~under~~in ~~Section~~cash, 13equal ofto the ~~Securities~~aggregate ~~Exchange~~amount ~~Act~~then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of ~~1934~~interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as ~~amended~~stockholders (including the ~~“Exchange~~right to receive further ~~Act”~~liquidating distributions, if any)), ~~will~~subject beto ~~restricted~~applicable ~~from~~law; ~~redeeming~~and ~~its~~(iii) ~~shares~~as ~~with~~promptly ~~respect~~as toreasonably ~~more~~possible ~~than~~following ansuch ~~aggregate~~redemption, subject to the approval of ~~15%~~the orremaining ~~more~~stockholders ofand the ~~Public~~board ~~Shares~~of directors, ~~without~~ dissolve and liquidate, subject in each case to the Company’s ~~prior~~obligations ~~consent~~under Delaware law to provide for claims of creditors and the ~~Company~~requirements of other applicable law.

The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.6

IfOrion ~~the~~Acquisition Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or March 4, 2023 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable lawCorp.

6Notes to Unaudited Condensed Financial Statements

~~Orion~~The ~~Acquisition~~Initial ~~Corp~~Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Notes~~Liquidity toand ~~Unaudited~~Going ~~Condensed Financial Statements~~Concern

~~The~~As ~~Initial~~of ~~Stockholders~~March agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However31, ~~if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering~~2022, ~~they~~ ~~will be entitled to liquidating distributions from~~ the ~~Trust Account with respect to such Public Shares if the~~ Company ~~fails~~had ~~to complete~~approximately a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and$526,000 in ~~such~~its ~~event,~~operating ~~such~~bank ~~amounts~~account will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and ~~to the extent any claims by~~ a ~~third~~working ~~party~~capital ~~(except~~deficit for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of ~~intent,~~approximately ~~confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i)~~ $~~10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account~~16, ~~if less than $10.00 per Public Share due to reductions in the value of the trust assets~~000, ~~less taxes payable, provided that such liability will~~ not ~~apply~~taking tointo ~~any~~account ~~claims~~tax ~~by a third party or Target~~obligations ~~that executed a waiver~~ of ~~any~~approximately and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) not will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities$49, ~~including~~000 ~~liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility~~ that ~~the~~may ~~Sponsor~~be ~~will~~paid ~~have~~from toincome ~~indemnify~~from ~~the~~investments Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

~~Liquidity~~The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses and offering costs in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of approximately $136,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 8, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans ~~Resources~~(as defined in Note 4). As of March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding.

AsIn connection with the Company’s assessment of ~~September~~going 30concern considerations in accordance with FASB ASC Topic 205-40, ~~2021~~“Presentation of Financial Statements - Going Concern,” management has determined that the ~~Company~~working ~~had~~capital ~~approximately~~deficit and the mandatory liquidation date and subsequent dissolution raise substantial doubt about the Company’s $0ability to continue as a going concern.8 ~~million~~If inthe ~~its~~Company ~~operating~~is ~~bank~~unable ~~account~~to ~~and~~complete ~~working~~a ~~capital~~Business ofCombination ~~approximately~~by ~~$1.0~~March ~~million~~4, ~~not~~2023, ~~taking~~then ~~into~~the ~~account~~Company will ~~tax~~cease ~~obligations~~ all operations except for the purpose of ~~approximately~~liquidating. ~~$149,000~~Management ~~that~~intends ~~may~~to beclose ~~paid~~the ~~from~~business ~~income~~transaction ~~from~~prior ~~investments~~to ~~held~~the intermination date. No adjustments have been made to the ~~Trust~~carrying ~~Account~~amounts of assets or liabilities should the Company be required to liquidate after March 4, 2023.

~~The~~2. ~~Company’s~~Basis ~~liquidity needs to date have been satisfied through a contribution~~ of ~~$25,000~~Presentation ~~from Sponsor to cover for certain expenses~~ and ~~offering~~Summary ~~costs in exchange for the issuance~~ of ~~the Founder Shares (as defined in Note 4), the loan of approximately $136,000 from the Sponsor pursuant to the Note (as defined in~~Significant ~~Note~~Accounting 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the Note on March 8, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan.Policies

~~Based~~Basis ~~on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or an affiliate~~ of the Sponsor, or certain of the Company’s officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.Presentation

2The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. ~~Basis~~GAAP”) for interim financial information and Article 8 of ~~Presentation~~Regulation S-X. Accordingly, they do not include all of the information and ~~Summary~~footnotes required by U.S. GAAP. In the opinion of ~~Significant~~management, all adjustments (consisting of normal accruals) considered for a fair presentation ~~Accounting~~have ~~Policies~~been included. Operating results for the period from three months ended March 31, 2022 are not necessarily indicative of the results that may be expected for the period ending December 31, 2022 or any future period.

~~Basis~~The ofaccompanying ~~Presentation~~unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 30, 2022.

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the period from three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the period ending December 31, 2021 or any future period.7

7Orion Acquisition Corp.

~~Orion~~Notes ~~Acquisition~~to ~~Corp~~Unaudited Condensed Financial Statements

~~Notes~~Emerging toGrowth ~~Unaudited Condensed Financial Statements~~Company

The ~~accompanying~~Company ~~unaudited~~is ~~condensed~~an ~~financial statements~~“emerging ~~should~~growth becompany,” as ~~read~~defined in ~~conjunction~~Section ~~with~~2(a) of the ~~audited~~Securities ~~financial~~Act, ~~statements~~as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and ~~notes~~it ~~thereto~~may ~~included~~take inadvantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the ~~final~~independent ~~prospectus~~registered ~~filed~~public accounting byfirm attestation requirements of Section 404 of the ~~Company~~Sarbanes-Oxley ~~with~~Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the ~~SEC~~requirements of holding a nonbinding advisory vote on ~~March~~executive compensation 3,and ~~2021~~stockholder approval of any golden parachute payments not previously approved.

~~Revision~~Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to ~~Previously~~comply ~~Reported~~with ~~Financial~~new ~~Statements~~or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

InThis ~~preparation~~may make comparison of the Company’s ~~unaudited~~ unaudited condensed financial statements as of and for quarterly period ended September 30, 2021, the Company concluded it should revise its financial statements to classify all Class A common stock subject to possible redemption in temporary equity. In accordance with ~~the~~those ~~SEC and its staff’s guidance on redeemable equity instruments, ASC 480, paragraph 10-S99, redemption provisions not solely within the control~~ of ~~the~~another ~~Company~~public ~~require~~company common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified a portion of its Class A common stock in permanent equity, or total stockholders’ equity. Although the Company did not specify a maximum redemption threshold, its charter currently provides that, ~~the~~is ~~Company~~neither ~~will~~an ~~not~~emerging ~~redeem~~growth ~~its~~company ~~public~~nor ~~shares in~~ an ~~amount that would~~emerging ~~cause~~growth ~~its~~company ~~net~~that ~~tangible~~has ~~assets~~opted toout ~~be less than $5,000,001. Previously, the Company did not consider redeemable stock classified as temporary equity as part~~ of ~~net~~using ~~tangible assets. Effective with these financial statements,~~ the ~~Company~~extended ~~revised~~transition ~~this~~period ~~interpretation~~difficult toor ~~include~~impossible ~~temporary equity~~because in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable Class A common stock as temporary equity and recognized accretion from the initial book value to redemption value at the time of ~~its Initial Public Offering and in accordance with ASC 480. The change in~~ the ~~carrying~~potential ~~value of the redeemable shares of Class A common stock at the Initial Public Offering resulted~~differences in aaccounting ~~decrease~~standards ~~of approximately $5~~used.9 million in additional paid-in capital and an increase of approximately $36.4 million to accumulated deficit, as well as a reclassification of 4,233,199 shares of Class A common stock from permanent equity to temporary equity. The Company will present this revision in a prospective manner in all future filings. Under this approach, the previously issued financial statement included as an exhibit to the Company’s Form 8-K filed with the SEC on March 10, 2021, and the Company’s Form 10-Qs will not be amended, but historical amounts presented in the current and future filings will be recast to be consistent with the current presentation, and an explanatory footnote will be provided.

~~The~~Use ~~impact~~ of the revision to the unaudited condensed balance sheets as of March 31, 2021, and June 30, 2021, is a reclassification of $39.3 million and $34.7 million, respectively, from total stockholders’ equity to Class A common stock subject to possible redemption. There is no impact to the reported amounts for total assets, total liabilities, or net income (loss). In connection with the change in presentation for the Class A common stock subject to possible redemption, the Company has revised its earnings per share calculation to allocate income and losses shared pro rata between the two classes of shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, both classes of shares share pro rata in the income and losses of the Company.Estimates

~~Emerging~~The ~~Growth~~preparation of unaudited condensed financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements.

~~The~~Making ~~Company~~estimates isrequires anmanagement ~~“emerging~~to ~~growth company,”~~exercise assignificant ~~defined~~judgment. inIt ~~Section~~is ~~2(a)~~at ofleast ~~the~~reasonably ~~Securities~~possible ~~Act,~~that asthe ~~modified~~estimate byof the ~~Jumpstart~~effect ~~Our Business Startups Act~~ of ~~2012~~a ~~(the “JOBS Act”)~~condition, ~~and~~ itsituation ~~may~~or ~~take~~set ~~advantage~~ of ~~certain exemptions from various reporting requirements~~ circumstances that ~~are~~existed ~~applicable~~at ~~to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with~~ the ~~independent~~date ~~registered public accounting firm attestation requirements~~ of ~~Section~~the ~~404~~unaudited ofcondensed ~~the~~financial ~~Sarbanes-Oxley Act~~statements, ~~reduced~~which ~~disclosure~~management ~~obligations~~considered ~~regarding executive compensation~~ in formulating its ~~periodic reports and proxy statements~~estimate, ~~and~~could change ~~exemptions~~in ~~from~~ the ~~requirements~~near ofterm ~~holding~~due ato ~~nonbinding~~one ~~advisory~~or ~~vote~~more onfuture ~~executive compensation~~confirming ~~and~~events. ~~stockholder~~Accordingly, ~~approval~~the ofactual ~~any~~results ~~golden~~could ~~parachute~~differ ~~payments~~significantly ~~not~~from ~~previously approved~~those estimates.

~~Further,~~Cash Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and ~~comply~~Cash with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.Equivalents

8The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company has no cash equivalents held outside the Trust Account as of March 31, 2022 and December 31, 2021.

~~Orion~~Investments ~~Acquisition~~Held ~~Corp~~in Trust Account

~~Notes~~The toCompany’s ~~Unaudited~~portfolio ~~Condensed~~of ~~Financial~~investments ~~Statements~~is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company’s investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When the Company’s investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest earned on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

~~Use of Estimates~~8

~~The~~Orion ~~preparation~~Acquisition ~~of unaudited condensed financial statements in conformity with U~~Corp.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements.

~~Making~~Notes ~~estimates requires management~~ to ~~exercise significant~~Unaudited ~~judgment.~~Condensed ItFinancial is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.Statements

~~Cash~~Concentration ~~and~~of ~~Cash~~Credit ~~Equivalents~~Risk

~~The~~Financial ~~Company~~instruments ~~considers~~that ~~all~~potentially ~~short-term investments~~subject ~~with~~the anCompany ~~original~~to ~~maturity~~concentrations of ~~three~~credit ~~months~~risk orconsist ~~less~~of ~~when~~cash ~~purchased~~accounts toin bea ~~cash~~financial ~~equivalents.~~institution, ~~The~~which, ~~Company~~at ~~has~~times, nomay ~~cash~~exceed ~~equivalents~~the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held ~~outside the~~in Trust Account. asAs of ~~September~~March 3031, ~~2021~~2022 and December 31, 2021, ~~2020~~the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

~~Investments~~Fair ~~Held~~Value inof ~~Trust~~Financial ~~Account~~Instruments

The Company’s portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, orof ~~a combination thereof. When~~ the Company’s ~~investments~~assets ~~held in the Trust Account are comprised of U.S. government~~and ~~securities,~~liabilities ~~the~~which ~~investments~~qualify ~~are classified~~ as ~~trading~~financial ~~securities.~~instruments ~~When~~under the ~~Company’s~~FASB ~~investments~~ASC ~~held~~Topic in820, ~~the~~“Fair ~~Trust~~Value ~~Account are comprised of money market funds~~Measurements,” ~~the~~equal ~~investments~~or ~~are recognized at fair value. Trading securities and investments in money market funds are presented~~approximate on the ~~balance~~carrying ~~sheets~~amounts atrepresented ~~fair value at the end of each reporting period. Gains and losses resulting from the change~~ in ~~fair value of these securities is included in gain on investments held in~~ the ~~Trust Account in the accompanying unaudited~~ condensed ~~statements~~balance ofsheets, ~~operations. The~~except ~~estimated~~for ~~fair values of investments held in~~ the ~~Trust~~derivative ~~Account~~warrant ~~are~~liabilities ~~determined~~(see ~~using~~Note ~~available market information~~6).

~~Concentration~~Fair ofValue ~~Credit Risk~~Measurements

~~Financial~~Fair ~~instruments~~value ~~that~~is ~~potentially~~defined ~~subject~~ as the ~~Company~~price tothat ~~concentrations~~would be ofreceived ~~credit~~for ~~risk~~sale ~~consist~~ of ~~cash~~an ~~accounts~~asset inor apaid ~~financial~~for ~~institution,~~transfer ~~which,~~of ata ~~times~~liability, ~~may exceed the Federal Depository Insurance Corporation coverage limit of $250,000 and investments held~~ in ~~Trust~~an ~~Account.~~orderly Astransaction ofbetween ~~September~~market ~~30,~~participants ~~2021,~~at the ~~Company~~measurement ~~has~~date. ~~not~~U.S. ~~experienced~~GAAP ~~losses~~establishes ona ~~these~~three-tier ~~accounts~~fair ~~and~~value ~~management~~hierarchy, ~~believes~~which prioritizes the ~~Company~~inputs isused ~~not~~in ~~exposed~~measuring tofair ~~significant risks on such accounts~~value.

~~Fair~~The ~~Value~~hierarchy ofgives ~~Financial~~the ~~Instruments~~highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers consist of:

~~The~~● ~~fair~~Level ~~value~~1, ofdefined ~~the~~as ~~Company’s~~observable ~~assets~~inputs ~~and liabilities~~such ~~which qualify~~ as ~~financial~~quoted ~~instruments~~prices ~~under~~for ~~the~~identical ~~FASB~~instruments ~~ASC Topic 820, “Fair Value Measurements,” equal or approximate the carrying amounts represented~~ in ~~the~~active ~~condensed balance sheets.~~markets;

~~Fair~~● ~~Value~~Level ~~Measurements~~2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

~~Fair~~● ~~value~~Level is3, defined as ~~the~~unobservable ~~price~~inputs ~~that~~in ~~would be~~which ~~received~~little ~~for sale of an asset~~ or ~~paid~~no ~~for~~market ~~transfer~~data ~~of a liability~~exists, intherefore requiring an ~~orderly~~entity ~~transaction~~to ~~between~~develop ~~market~~its ~~participants~~own atassumptions, ~~the~~such ~~measurement date.~~as ~~U.S.~~valuations ~~GAAP~~derived ~~establishes~~from avaluation ~~three-tier~~techniques ~~fair~~in ~~value~~which ~~hierarchy,~~one ~~which~~or ~~prioritizes~~more ~~the~~significant inputs ~~used~~or insignificant ~~measuring~~value ~~fair~~drivers ~~value~~are unobservable.

9In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

~~Orion~~Derivative ~~Acquisition~~Warrant ~~Corp~~Liabilities

~~Notes~~The Company does not use derivative instruments to ~~Unaudited~~hedge ~~Condensed~~exposures ~~Financial~~to ~~Statements~~cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The ~~hierarchy~~warrants ~~gives~~issued in connection with the ~~highest~~Initial Public ~~priority~~Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to ~~unadjusted~~fair ~~quoted~~value ~~prices~~at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in ~~active~~fair ~~markets~~value ~~for~~is ~~identical~~recognized ~~assets~~in orthe ~~liabilities~~Company’s ~~(Level~~unaudited 1condensed ~~measurements)~~statements of operations. The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement have initially been estimated using Monte Carlo simulations at each measurement date. The Private Placement warrants continue to be estimated using Monte Carlo simulations. The fair value of the Public ~~lowest~~Warrants ~~priority~~issued in connection with the Initial Public Offering have subsequently been measured based on the listed market price of such warrants. The determination of the fair value of the warrant liabilities may be subject to ~~unobservable~~change ~~inputs~~as more current information ~~(Level~~becomes 3available ~~measurements)~~and accordingly the actual results could differ significantly. ~~These~~Derivative ~~tiers~~warrant ~~consist~~liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of: current assets or require the creation of current liabilities.

~~● Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;~~9

●Orion ~~Level~~Acquisition 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; andCorp.

●Notes ~~Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity~~ to ~~develop~~Unaudited ~~its~~Condensed ~~own~~Financial ~~assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.~~Statements

InOffering ~~some~~Costs ~~circumstances,~~Associated ~~the~~with ~~inputs used to measure fair value might be categorized within different levels of~~ the ~~fair value hierarchy. In those instances, the fair value measurement is~~Initial ~~categorized~~Public ~~in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.~~Offering

~~Derivative~~Offering ~~Warrant~~costs ~~Liabilities~~consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

~~The~~Class ~~Company~~A ~~does~~Common ~~not~~Stock ~~use~~Subject ~~derivative instruments~~ to ~~hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including~~Possible issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.Redemption

The ~~warrants~~Company ~~issued~~accounts infor ~~connection~~its ~~with~~Class ~~the~~A ~~Initial~~common stock ~~Public~~subject ~~Offering~~to ~~(the~~possible ~~“Public~~redemption ~~Warrants”)~~in ~~and~~accordance with the ~~Private~~guidance ~~Placement~~in ~~Warrants~~ASC ~~are~~Topic ~~recognized~~480 as“Distinguishing ~~derivative~~Liabilities ~~liabilities~~from ~~in accordance~~Equity.” ~~with~~Class ~~ASC~~A ~~815.~~common ~~Accordingly,~~stock ~~the~~subject ~~Company~~to ~~recognizes~~mandatory ~~the~~redemption ~~warrant~~(if ~~instruments~~any) asare ~~liabilities~~classified atas ~~fair~~liability ~~value~~instruments and ~~adjust~~are ~~the~~measured ~~instruments~~at to fair value. Conditionally atredeemable ~~each~~Class ~~reporting~~A ~~period.~~common ~~The~~stock ~~liabilities~~(including ~~are~~shares ~~subject~~of toClass ~~re-measurement~~A atcommon ~~each~~stock ~~balance~~that ~~sheet~~feature ~~date~~redemption ~~until~~rights ~~exercised,~~that ~~and~~are ~~any change~~either inwithin ~~fair~~the ~~value~~control isof ~~recognized~~the inholder ~~the~~or ~~Company’s~~subject ~~unaudited~~to ~~condensed~~redemption ~~statements~~upon ofthe ~~operations.~~occurrence ~~The~~of ~~fair~~uncertain ~~value~~events ofnot ~~warrants~~solely ~~issued~~within by the Company’s control) inare ~~connection~~classified ~~with~~as ~~the~~temporary ~~Initial~~equity. ~~Public~~At ~~Offering~~all ~~and~~other ~~Private~~times, ~~Placement~~Class ~~have~~A ~~initially~~common ~~been~~stock ~~estimated~~are ~~using~~classified ~~Monte-Carlo~~as ~~simulations at~~stockholders’ ~~each measurement date~~equity. The Company’s ~~Private~~Class ~~Placement~~A ~~warrants~~common ~~continue~~stock tofeature becertain ~~estimated~~redemption ~~using~~rights ~~Monte~~that ~~Carlo~~are ~~simulations.~~considered Asto ofbe ~~September~~outside ~~30,~~of ~~2021,~~ the ~~fair~~Company’s ~~value~~control and ofsubject ~~the~~to ~~Public~~occurrence ~~Warrants~~of ~~was~~uncertain ~~estimated~~future atevents. ~~their~~Accordingly, ~~listed~~as ~~public~~of ~~trading~~March ~~price.~~31, ~~The~~2022 ~~determination~~and ofDecember ~~the~~31, ~~fair~~2021, ~~value~~41,400,000 shares of ~~the warrant~~Class ~~liabilities~~A ~~may~~common bestock subject to ~~change~~possible asredemption ~~more~~at ~~current information becomes available and accordingly~~ the ~~actual~~redemption ~~results~~amount ~~could~~were ~~differ~~presented ~~significantly. Derivative~~at ~~warrant~~redemption ~~liabilities~~value ~~are classified~~ as ~~non-current~~temporary ~~liabilities~~equity, ~~as their liquidation is not reasonably expected to require the~~outside ~~use~~ of ~~current~~the ~~assets~~stockholders’ orequity ~~require~~section of the ~~creation~~Company’s ofcondensed ~~current~~balance ~~liabilities~~sheets.

~~Offering~~The ~~Costs~~Company ~~Associated~~recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.

~~Offering~~Income costs consisted of legal, accounting, underwriting fees and other costs incurred that were directly related to the Initial Public Offering. Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented as non-operating expenses in the unaudited condensed statements of operations. Offering costs associated with the Public Shares were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. Of the total offering costs of the Initial Public Offering, approximately $816,000 is included in financing costs - derivative warrant liabilities in the unaudited condensed statements of operations and approximately $22.7 million is included in stockholders’ equity.Taxes

10The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. Management believes that significant uncertainty exists with respect to future realization of the deferred tax asset and has therefore established a full valuation allowance on its deferred taxes as of March 31, 2022 and December 31, 2021.

~~Orion~~FASB ~~Acquisition~~ASC ~~Corp~~740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits, and no amounts were accrued for the payment of interest and penalties as of March 31, 2022 and December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

~~Notes to Unaudited Condensed Financial Statements~~10

~~Class~~Orion AAcquisition ~~Common Stock Subject to Possible Redemption~~Corp.

~~Class~~Notes ~~A common stock subject~~ to ~~mandatory~~Unaudited ~~redemption are~~Condensed ~~classified~~Financial as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including shares of Class A common stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock are classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, as of September 30, 2021, and December 31, 2020, 41,400,000 and 0 shares of Class A common stock subject to possible redemption at the redemption amount were presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheets, respectively.Statements

~~Effective~~Net ~~with~~Income ~~the~~Per ~~closing~~Share of ~~the~~Common Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income ~~Taxes~~and losses are shared pro rata between the two classes of shares. Net income per common share is calculated by dividing the net income by the weighted average shares of common stock outstanding for the respective period.

The ~~Company~~calculation ~~follows the asset and liability method~~ of ~~accounting~~diluted ~~for~~net income ~~taxes~~per ~~under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for~~common ~~the~~stock ~~estimated~~does ~~future~~not ~~tax~~consider ~~consequences attributable to differences between~~ the ~~financial~~effect ~~statements carrying amounts~~ of ~~existing~~the ~~assets and~~warrants ~~liabilities~~issued ~~and~~in ~~their~~connection ~~respective~~with ~~tax~~the ~~bases.~~Initial ~~Deferred~~Public ~~tax~~Offering ~~assets~~ and ~~liabilities are measured using enacted tax rates expected to apply to taxable income in~~ the ~~years~~Private inPlacement ~~which those temporary differences are expected~~ to ~~be recovered or settled. The effect on deferred tax~~ ~~assets~~purchase ~~and~~an ~~liabilities~~aggregate of a17,870,000 ~~change~~shares inof ~~tax~~common ~~rates~~stock ~~is recognized~~ in ~~income in~~ the ~~period~~calculation ~~that~~of ~~included~~diluted ~~the~~income ~~enactment~~per ~~date. Valuation allowances are established~~share, ~~when~~because ~~necessary,~~their toexercise ~~reduce~~is ~~deferred~~contingent upon ~~tax~~future ~~assets to the amount expected to be realized~~events. AsAccretion ofassociated ~~September~~with ~~30, 2021,~~ the ~~Company had~~redeemable ~~deferred~~Class ~~tax~~A ~~assets~~common ofstock ~~approximately~~is ~~$165,000~~excluded ~~with~~from aearnings ~~full~~per ~~valuation~~share ~~allowance~~as ~~recorded~~the ~~against it. Deferred tax assets were deemed~~redemption ~~immaterial~~value asapproximates offair ~~December 31, 2020~~value.

~~FASB~~The ~~ASC~~following ~~740~~table ~~prescribes~~reflects presents a ~~recognition threshold~~reconciliation ~~and~~of ~~a measurement attribute for~~ the ~~financial~~numerator ~~statement recognition~~ and ~~measurement~~denominator ofused ~~tax positions taken or expected~~ to becompute ~~taken~~basic in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2021 or December 31, 2020. The Company recognizes accrued interest and ~~penalties~~diluted ~~related~~net ~~to unrecognized tax benefits as~~ income ~~tax~~per ~~expense.~~share ~~No amounts were accrued~~ for ~~the~~each ~~payment~~class of ~~interest~~common and penalties as of September 30, 2021 or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.stock:

Net Income (Loss) Per Share of Common Stock

	For the Three Months Ended March 31,
	2022				2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock:
Numerator:
Allocation of net income - basic	$	4,515,846	$	1,128,961	$	1,247,142	$	912,117
Allocation of net income - diluted	$	4,515,846	$	1,128,961	$	1,197,213	$	962,046

Denominator:
Basic weighted average common shares outstanding		41,400,000		10,350,000		12,880,000		9,420,000
Diluted weighted average common shares outstanding		41,400,000		10,350,000		12,880,000		10,350,000

Basic net income per share of common stock	$	0.11	$	0.11	$	0.10	$	0.10
Diluted net income per share of common stock	$	0.11	$	0.11	$	0.09	$	0.09

~~The~~Recent ~~Company~~Accounting complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.Pronouncements

The ~~calculation~~Company ~~of diluted net income (loss) per common stock~~ does not ~~consider~~believe ~~the~~that ~~effect~~any ~~of the warrants~~ recently issued, inbut ~~connection~~not ~~with~~yet ~~the~~effective, ~~Initial~~accounting ~~Public~~standards ~~Offering and the Private Placement to purchase an aggregate of 17~~updates,~~870,000~~ ~~shares~~if ofcurrently ~~common stock in the calculation of diluted income (loss) per share~~adopted, ~~because their exercise is contingent upon future events and their inclusion~~ would behave ~~anti-dilutive under the treasury stock method. As~~ a ~~result,~~material ~~diluted net~~effect ~~income~~on ~~(loss) per share is~~ the ~~same~~accompanying ~~as basic net income (loss) per share for the three and nine months ended September 30, 2021. Accretion~~unaudited ~~associated~~condensed ~~with~~financial ~~the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value~~statements.

113. Initial Public Offering

~~Orion~~On ~~Acquisition~~March ~~Corp~~4, 2021, the Company consummated its Initial Public Offering of 41,400,000 Units, including 5,400,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.5 million, of which approximately $14.5 million was for deferred underwriting commissions.

~~Notes~~Each Unit consists of one share of Class A common stock and one-quarter of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to ~~Unaudited~~purchase ~~Condensed~~one ~~Financial~~share ~~Statements~~of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

~~The following table reflects presents a reconciliation of the numerator and denominator used to compute basic and diluted net income (loss) per share for each class of common stock:~~11

	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share of common stock:
Numerator:
Allocation of net income - basic	$	3,753,930	$	938,482	$	8,676,433	$	2,723,341
Allocation of net income - diluted	$	3,753,930	$	938,482	$	8,613,616	$	2,786,158
Denominator:
Basic weighted average common shares outstanding		41,400,000		10,350,000		31,997,802		10,043,407
Diluted weighted average common shares outstanding		41,400,000		10,350,000		31,997,802		10,350,000
Basic net income per share of common stock	$	0.09	$	0.09	$	0.27	$	0.27
Diluted net income per share of common stock	$	0.09	$	0.09	$	0.27	$	0.27

Orion Acquisition Corp.

~~Recent~~Notes ~~Accounting~~to ~~Pronouncements~~Unaudited Condensed Financial Statements

~~In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No~~4. ~~2020-06,~~Related ~~Debt-Debt~~Party with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021, with no material impact upon adoption.Transactions

~~The~~Founder Company does not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.Shares

3On December 9, 2020, the Sponsor paid an aggregate of $25,000 to cover certain expenses and offering costs on behalf of the Company in exchange for issuance of 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 ~~Initial~~per ~~Public~~share ~~Offering~~(the “Founder Shares”). On March 1, 2021, the Company effected a share capitalization of 1,725,000 shares of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock issued and outstanding.

OnThe ~~March~~Initial 4Stockholders agreed, ~~2021~~subject to limited exceptions, not to transfer, assign or sell any of the ~~Company~~Founder ~~consummated~~Shares ~~its Initial~~until ~~Public~~the ~~Offering~~earlier to occur of: ~~41,400,000~~(A) ~~Units,~~one ~~including~~year ~~5,400,000~~after ~~Over-Allotment~~the ~~Units~~completion of the initial Business Combination or (B) subsequent to the initial Business Combination, at(x) if the closing price of the Class A common stock equals or exceeds $1012.00 per ~~Unit~~share (as adjusted for stock splits, ~~generating~~stock ~~gross~~dividends, ~~proceeds~~reorganizations, ofrecapitalizations and the like) ~~$414.0~~for ~~million~~any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, ~~and~~or ~~incurring~~(y) ~~offering~~the date ~~costs~~on ofwhich ~~approximately~~the ~~$23.5~~Company ~~million~~completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of ~~which~~the ~~approximately~~stockholders ~~$14.5~~having ~~million~~the ~~was~~right to exchange their shares of common stock for ~~deferred~~cash, ~~underwriting commissions~~securities or other property.

~~Each~~Private ~~Unit~~Placement consists of one share of Class A common stock and one-quarter of one redeemable warrant (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).Warrants

4Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,520,000 Private Placement Warrants at a price of $1.50 ~~Related~~per ~~Party~~Private Placement ~~Transactions~~Warrant to the Sponsor, generating proceeds of approximately $11.3 million.

~~Founder~~Each ~~Shares~~whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

OnThe ~~December 9, 2020, the~~ Sponsor ~~paid an aggregate of $25,000 to cover certain expenses~~ and ~~offering costs on behalf of~~ the Company ~~in exchange for issuance of 8,625,000 shares of the Company~~’s ~~Class~~ Bofficers ~~common~~and directors ~~stock~~agreed, ~~par~~subject ~~value~~to ~~$0.0001~~limited ~~per~~exceptions, ~~share~~not ~~(the~~to ~~“Founder Shares”). On March 1~~transfer, ~~2021,~~assign ~~the~~or ~~Company~~sell ~~effected~~any ~~a share capitalization~~ of ~~1,725,000~~their ~~shares~~Private ofPlacement ~~Class~~Warrants Buntil ~~common~~30 ~~stock,~~days after ~~resulting~~the incompletion ~~an aggregate~~ of ~~10,350,000~~the ~~shares~~initial ofBusiness ~~Class B common stock issued and outstanding~~Combination.

~~The~~Related ~~Initial~~Party Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.Loans

12On December 8, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of March 4, 2021, the Company had borrowed approximately $136,000 under the Note. On March 8, 2021, the Company repaid the Note in full which resulted in the Note no longer being available.

~~Orion~~In ~~Acquisition~~addition, ~~Corp~~in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $2.25 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding.

~~Notes to Unaudited Condensed Financial Statements~~12

~~Private~~Orion ~~Placement~~Acquisition ~~Warrants~~Corp.

~~Simultaneously~~Notes ~~with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,520,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant~~ to ~~the~~Unaudited ~~Sponsor,~~Condensed ~~generating~~Financial ~~proceeds of approximately $11.3 million.~~Statements

~~Each~~Administrative ~~whole~~Services Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to the Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.Agreement

~~The~~Commencing ~~Sponsor~~on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s ~~officers~~liquidation, ~~and directors~~the Company agreed to pay the Sponsor a total of $10,000 ~~subject~~per tomonth ~~limited~~for ~~exceptions~~office space, ~~not~~utilities toand ~~transfer~~secretarial and administrative support. The Company incurred $30,000 ~~assign~~and or$10,000 ~~sell~~in ~~any~~expenses ofin ~~their~~connection ~~Private~~with ~~Placement~~such ~~Warrants~~services ~~until~~in 30the ~~days~~three months ended March 31, 2022 and 2021, respectively, as reflected ~~after~~in the ~~completion~~accompanying unaudited condensed statements of operations. As of March 31, 2022 and December 31, 2021, approximately $130,000 and $100,000, respectively, of such expenses are included as accrued expenses on the ~~initial~~condensed ~~Business~~balance ~~Combination~~sheets.

~~Related~~The ~~Party~~Company’s ~~Loans~~officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers or directors, or the Company’s or their affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, the Company does not expect to have any additional controls in place governing the reimbursement payments to the Company’s directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.

~~On December 8, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”)~~5. ~~This~~Commitments ~~loan was non-interest bearing~~ and payable upon the completion of the Initial Public Offering. As of March 4, 2021, the Company had borrowed approximately $136,000 under the Note. On March 8, 2021, the Company repaid the Note in full which resulted in the Note no longer being available.Contingencies

InRegistration addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $2.25 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021 and December 31, 2020, there were no borrowings under the Working Capital Loans.Rights

~~Administrative~~The ~~Services~~Initial ~~Agreement~~Stockholders and holders of the Private Placement Warrants were entitled to registration rights pursuant to a registration rights agreement. The Initial Stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~Commencing~~Underwriting on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and the Company’s liquidation, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The Company incurred approximately $30,000 and approximately $70,000 in expenses in connection with such services in the three and nine months ended September 30, 2021, respectively as reflected in the accompanying unaudited condensed statements of operations. As of September 30, 2021, approximately $70,000 of such expenses are included as accrued expenses on the condensed balance sheet.Agreement

The ~~Company’s~~underwriters ~~officers~~were orentitled ~~directors~~to ~~will~~an underwriting bediscount ~~reimbursed for any out-~~of~~-pocket~~ ~~expenses~~$0.20 ~~incurred~~per inUnit, ~~connection~~or ~~with~~approximately ~~activities~~$8.3 onmillion in the ~~Company’s~~aggregate, ~~behalf~~paid ~~such~~upon asthe ~~identifying potential~~closing ~~target~~of ~~businesses~~the ~~and~~Initial ~~performing~~Public ~~due diligence on suitable Business Combinations~~Offering. ~~The~~In ~~Company’s~~addition, the ~~audit~~underwriters ~~committee~~ will ~~review on~~be aentitled ~~quarterly~~to ~~basis~~a ~~all~~deferred ~~payments~~fee ~~that~~of ~~were~~$0.35 ~~made~~per ~~to the Sponsor~~Unit, ~~officers~~ or ~~directors,~~approximately or$14.5 ~~the~~million ~~Company’s~~in orthe ~~their affiliates~~aggregate. ~~Any~~The deferred fee ~~such~~will ~~payments~~become ~~prior~~payable to anthe ~~initial~~underwriters ~~Business~~from ~~Combination~~the ~~will~~amounts ~~be made using funds~~ held ~~outside~~in the Trust Account. ~~Other~~solely ~~than~~in ~~quarterly~~the ~~audit committee~~event ~~review~~that ~~of such payments,~~ the Company ~~does~~completes ~~not~~a ~~expect~~Business Combination, tosubject ~~have any additional controls in place governing the reimbursement payments~~ to the ~~Company’s~~terms ~~directors and officers for their out-~~of~~-pocket~~ ~~expenses~~the ~~incurred~~underwriting ~~in connection with identifying and consummating an initial Business Combination~~agreement.

13Risks and Uncertainties

~~Orion~~Management ~~Acquisition~~continues ~~Corp~~to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Notes~~6. toDerivative ~~Unaudited~~Warrant ~~Condensed Financial Statements~~Liabilities

5.As ~~Commitments~~of March 31, 2022 and ~~Contingencies~~December 31, 2021, there were 10,350,000 Public Warrants and 7,520,000 Private Placement Warrants outstanding.

~~Registration~~Public ~~Rights~~Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.

The Initial Stockholders and holders of the Private Placement Warrants were entitled to registration rights pursuant to a registration rights agreement. The Initial Stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements.13

~~Underwriting~~Orion ~~Agreement~~Acquisition Corp.

~~The~~Notes ~~underwriters were entitled~~ to anUnaudited ~~underwriting discount~~Condensed ofFinancial $0.20 per Unit, or approximately $8.3 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, the underwriters will be entitled to a deferred fee of $0.35 per Unit, or approximately $14.5 million in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.Statements

~~Risks~~The warrants have an exercise price of $11.50 per share, subject to adjustments, and ~~Uncertainties~~will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00” and “Redemption of warrants when the price per shares of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described under “Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

~~Management~~The ~~continues~~Private toPlacement ~~evaluate~~Warrants ~~the~~are ~~impact~~identical ofto the ~~COVID-19~~Public ~~pandemic~~Warrants, onexcept that the ~~industry~~Private Placement Warrants and ~~has~~the ~~concluded~~shares ~~that~~of ~~while~~Class itA iscommon ~~reasonably~~stock ~~possible~~issuable ~~that~~upon exercise of the ~~virus~~Private Placement ~~could~~Warrants ~~have~~will anot ~~negative~~be ~~effect on~~transferable, ~~the~~assignable ~~Company’s~~or ~~financial~~salable ~~position,~~until ~~results~~30 days after the completion of ~~its~~a ~~operations~~Business Combination, ~~and/or~~subject to ~~search~~certain ~~for~~limited aexceptions. ~~target company~~Additionally, the ~~specific~~Private ~~impact~~Placement isWarrants ~~not~~will ~~readily determinable~~be non-redeemable so long as ofthey ~~the~~are ~~date~~held ofby ~~these~~the ~~unaudited~~Sponsor or ~~condensed~~its ~~financial~~permitted ~~statements~~transferees. ~~The~~If ~~unaudited~~the ~~condensed~~Private ~~financial~~Placement ~~statements~~Warrants doare ~~not~~held ~~include~~by someone other than the Sponsor or its permitted transferees, ~~any~~the ~~adjustments~~Private ~~that~~Placement ~~might~~Warrants ~~result~~will ~~from~~be redeemable by the ~~outcome~~Company ofand ~~this~~exercisable ~~uncertainty~~by such holders on the same basis as the Public Warrants.

6.Redemption ~~Derivative~~of ~~Warrant~~warrants ~~Liabilities~~when the price per share of Class A common stock equals or exceeds $18.00:

~~There~~Once ~~were~~the no warrants ~~outstanding~~become asexercisable, ofthe ~~December~~Company ~~31,~~may ~~2020.~~redeem Asthe ofoutstanding ~~September~~warrants ~~30,~~(except ~~2021,~~as ~~there~~described ~~were~~herein ~~10,350,000~~with ~~Public~~respect ~~Warrants~~to ~~and~~the ~~7,520,000~~ Private Placement Warrants ~~outstanding.~~):

~~Public~~● ~~Warrants~~in ~~may only be exercised for a~~ whole ~~number~~ ~~of shares. No fractional Public Warrants will be issued upon separation of the Units~~ and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, it will use its commercially reasonable efforts to file with the SEC and have an effective registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of the Class A common stock until the warrants expire or are redeemed. If a registration statement covering the shares of the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in ~~accordance with Section 3(a)(9) of the Securities Act or another exemption.~~part;

14● at a price of $0.01 per warrant;

~~Orion~~● ~~Acquisition~~upon ~~Corp~~a minimum of 30 days’ prior written notice of redemption; and

~~Notes~~● if, and only if, the last reported sales price of the Class A common stock equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending on the third trading day prior to ~~Unaudited~~the ~~Condensed~~date ~~Financial~~on ~~Statements~~which the Company sends the notice of redemption to the warrant holders.

The ~~warrants~~Company ~~have an exercise price of $11.50 per share, subject to adjustments, and~~ will ~~expire~~not ~~five~~redeem ~~years after~~ the ~~completion~~warrants ofas adescribed above ~~Business~~unless ~~Combination~~an oreffective ~~earlier~~registration ~~upon~~statement ~~redemption or~~under ~~liquidation.~~the InSecurities ~~addition,~~Act ifcovering ~~(x)~~ the ~~Company issues additional~~ shares of Class A common stock orissuable ~~equity-linked~~upon ~~securities for capital~~exercise ~~raising purposes in connection with the closing~~ of the ~~initial~~warrants ~~Business~~is ~~Combination at an issue price or~~ effective ~~issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the board of directors~~ and, ina ~~the~~current ~~case~~prospectus ofrelating ~~any such issuance~~ to ~~the~~those Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume weighted average trading price of the shares of Class A common stock ~~during~~is ~~the~~available 20throughout ~~trading day period starting on~~ the ~~trading~~ 30-day ~~prior~~redemption toperiod. ~~the~~Any ~~day on which the Company consummates its initial Business Combination (~~such ~~price, the “Market Value”) is below $9.20 per share, the~~ exercise ~~price~~would ofnot ~~the warrants will~~ be ~~adjusted~~on ~~(to~~a ~~the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described under~~ “~~Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00~~cashless” basis and ~~“Redemption~~would ofrequire ~~warrants when~~ the ~~price~~exercising ~~per~~holder ~~shares of Class A common stock equals or exceeds $10.00” will be adjusted (~~to ~~the~~pay ~~nearest cent) to be equal to 180% of~~ the ~~higher of the Market~~ ~~Value~~exercise ~~and the Newly Issued Price, and the $10.00 per share redemption trigger~~ price ~~described~~for ~~under~~each ~~“Redemption~~warrant ofbeing ~~warrants when the price per share of Class A common stock equals or exceeds $10~~exercised.~~00” will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.~~

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.14

~~Redemption~~Orion ofAcquisition ~~warrants when the price per share of Class A common stock equals or exceeds $18~~Corp.~~00:~~

~~Once~~Notes ~~the warrants become exercisable, the Company may redeem the outstanding warrants (except as described herein with respect~~ to ~~the~~Unaudited ~~Private~~Condensed ~~Placement~~Financial ~~Warrants):~~Statements

●Redemption inof ~~whole~~warrants ~~and~~when ~~not~~the inprice ~~part;~~per share of Class A common stock equals or exceeds $10.00:

●Commencing atninety adays ~~price~~after ofthe ~~$0.01~~warrants ~~per~~become exercisable, ~~warrant;~~the Company may redeem the outstanding warrants:

● ~~upon~~in awhole ~~minimum~~and ofnot 30in ~~days’ prior written notice of redemption~~part; ~~and~~

● ~~if,~~at ~~and~~$0.10 ~~only~~per ~~if,~~warrant ~~the~~upon ~~last~~a ~~reported~~minimum ~~sales~~of ~~price~~30 ofdays’ ~~the~~prior ~~Class~~written Anotice ~~common~~of ~~stock~~redemption, ~~equals~~provided orthat ~~exceeds~~holders ~~$18.00~~will ~~per~~be ~~share~~able ~~(as~~to ~~adjusted)~~exercise ~~for~~their ~~any~~warrants, 20but ~~trading~~only ~~days~~on ~~within~~a ~~the~~cashless ~~30-trading~~basis, ~~day~~prior ~~period~~to ~~ending~~redemption onand ~~the~~receive ~~third~~that ~~trading~~number ~~day~~of ~~prior~~shares determined by reference to ~~the~~an ~~date~~agreed ontable ~~which~~based on the ~~Company~~redemption ~~sends~~date and the ~~notice~~“fair ofmarket ~~redemption~~value” toof ~~the~~Class ~~warrant~~A ~~holders.~~common stock;

~~The~~● ~~Company~~if, ~~will~~and ~~not~~only ~~redeem~~if, the ~~warrants~~closing asprice ~~described above unless an effective registration statement under the Securities Act covering the shares~~ of Class A common stock ~~issuable~~equals ~~upon~~or ~~exercise of~~exceeds ~~the~~$10.00 ~~warrants~~per isshare ~~effective~~(as ~~and~~adjusted) afor ~~current~~any ~~prospectus~~20 ~~relating~~trading todays ~~those~~within ~~shares of Class A common stock is available throughout~~ the 30-trading day ~~redemption~~ period. ~~Any~~ending ~~such~~three ~~exercise~~trading ~~would~~days ~~not~~before bethe onCompany asends ~~“cashless” basis and would require~~ the ~~exercising~~notice ~~holder~~of redemption to ~~pay~~ the ~~exercise~~ ~~price for each~~ warrant ~~being~~holders; ~~exercised.~~and

~~Redemption~~● ofif ~~warrants when~~ the closing price ~~per share~~ of the Class A common stock ~~equals~~for orany ~~exceeds~~20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $1018.00: per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.

~~Commencing~~The ~~ninety~~“fair ~~days~~market ~~after~~value” of Class A common stock for the ~~warrants~~above ~~become~~purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending ~~exercisable,~~on the ~~Company~~third ~~may~~trading ~~redeem~~day immediately following the ~~outstanding~~date on which the notice of redemption is sent to the holders of warrants:. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).

●If inthe ~~whole~~Company is unable to complete a Business Combination within the Combination Period and ~~not~~the Company liquidates the funds held in ~~part;~~the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

~~● at $0~~7.10 ~~per~~Class ~~warrant~~A ~~upon~~Common aStock ~~minimum~~Subject ~~of 30 days’ prior written notice of redemption, provided that holders will be able~~ to exercise their warrants, but only on a cashless basis, prior to redemption and receive that number of shares determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A common stock;Possible Redemption

15The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share. As of March 31, 2022 and December 31, 2021, there were 41,400,000 shares of Class A common stock outstanding, which were all subject to possible redemption and are classified outside of permanent equity in the condensed balance sheets.

~~Orion~~The ~~Acquisition~~Class ~~Corp~~A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table:

Notes to Unaudited Condensed Financial Statements

Gross proceeds	$	414,000,000
Less:
Amount allocated to Public Warrants		(13,980,000	)
Class A common stock issuance costs		(22,739,396	)
Plus:
Accretion of carrying value to redemption value		36,719,396
Class A common stock subject to possible redemption	$	414,000,000

● if, and only if, the closing price of Class A common stock equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and15

●Orion ifAcquisition the closing price of the Class A common stock for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders is less than $18Corp.~~00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.~~

~~The~~Notes “fair market value” of Class A common stock for the above purpose shall mean the volume-weighted average price of Class A common stock during the 10 trading days ending on the third trading day immediately following the date on which the notice of redemption is sent to ~~the~~Unaudited ~~holders~~Condensed ofFinancial ~~warrants. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 shares of Class A common stock per warrant (subject to adjustment).~~Statements

If8. the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the CompanyStockholders’s ~~assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.~~Deficit

7Preferred stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 ~~Class~~per Ashare, ~~Common~~with ~~Stock~~such ~~Subject~~designations, voting and other rights and preferences as may be determined from time to ~~Possible~~time by the Company’s board of directors. As of March 31, 2022 and December 31, ~~Redemption~~2021, there were no shares of preferred stock issued or outstanding.

~~The Company’s~~ Class A ~~common~~Common ~~stock~~Stock ~~feature certain~~- ~~redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events.~~ The Company is authorized to issue 500,000,000 shares of Class A common stock with a par value of $0.0001 per share. ~~Holders~~As of ~~the~~March ~~Company’s Class~~31, A2022 ~~common~~and ~~stock are entitled to one vote for each share. As of September 30~~December 31, 2021, there were 41,400,000 shares of Class A common stock outstanding, all of which were ~~all~~ subject to possible redemption and are classified as ~~outside~~temporary ~~of permanent~~ equity in the accompanying condensed balance ~~sheet~~ sheets (see Note 7).

Class B Common Stock - The Company is authorized to issue 50,000,000 shares of Class AB common stock ~~subject~~with toa ~~possible~~par ~~redemption~~value of $0.0001 per share. As of March 31, 2022 and December ~~reflected~~31, on2021, ~~the~~there ~~condensed~~were ~~balance~~10,350,000 ~~sheet~~shares isof ~~reconciled~~Class onB ~~the~~common ~~following~~stock ~~table:~~issued and outstanding.

Gross proceeds	$	414,000,000
Less:
Amount allocated to Public Warrants		(13,980,000	)
Class A common stock issuance costs		(22,739,396	)
Plus:
Accretion of carrying value to redemption value		36,719,396
Class A common stock subject to possible redemption	$	414,000,000

Only holders of the Class B common stock will have the right to vote on the election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the stockholders except as required by law.

8The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. ~~Stockholders’~~In ~~Equity~~the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business Combination). Holders of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

~~Preferred stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0~~9.~~0001~~ ~~per~~Fair ~~share,~~Value with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding.Measurements

~~Class~~The Afollowing ~~Common~~table ~~Stock~~presents -information ~~The~~about the Company is’s ~~authorized~~assets toand ~~issue~~liabilities ~~500,000,000~~that ~~shares~~are ofmeasured ~~Class~~at Afair ~~common~~value ~~stock~~on ~~with~~ a ~~par~~recurring ~~value~~basis ofas ~~$0.0001 per share. As~~ of ~~December~~March 31, ~~2020,~~2022 ~~there were~~and noDecember ~~shares of Class A common stock issued or outstanding. As of September 30~~31, 2021, ~~there~~and ~~were~~indicates ~~41,400,000~~the ~~shares~~fair ofvalue ~~Class~~hierarchy ~~A common stock outstanding, all~~ of ~~which~~the ~~were~~valuation ~~subject~~techniques tothat ~~possible redemption and are classified as temporary equity in~~ the ~~accompanying~~Company ~~condensed balance~~utilized ~~sheets~~to ~~(see~~determine ~~Note~~such 7)fair value.

16March 31, 2022

Orion Acquisition Corp

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Assets held in Trust Account:
U.S. Treasury securities	$	414,020,828	$	-	$	-
Cash and cash equivalents - mutual funds		85,400		-		-
	$	414,106,228	$	-	$	-
Liabilities:
Derivative warrant liabilities - Public	$	3,208,500	$	-	$	-
Derivative warrant liabilities - Private	$	-	$	-	$	2,331,200

~~Notes to Unaudited Condensed Financial Statements~~16

~~Class~~Orion BAcquisition ~~Common Stock - The Company is authorized to issue 50,000,000 shares of Class B common stock with a par value of $0~~Corp.~~0001 per share. As of September 30, 2021 and December 31, 2020, there were 10,350,000 shares of Class B common stock issued and outstanding.~~

~~Only~~Notes ~~holders of the Class B common stock will have the right~~ to ~~vote~~Unaudited onCondensed ~~the~~Financial election of directors prior to the Business Combination. Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all other matters submitted to a vote of the stockholders except as required by law.Statements

~~The~~December ~~Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis~~31, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the business Combination). Holders of Class B common stock may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.2021

9. Fair Value Measurements

Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Assets held in Trust Account:
U.S. Treasury securities	$	414,020,312	$	-	$	-
Cash and cash equivalents - mutual funds		35,012		-		-
	$	414,055,324	$	-	$	-
Liabilities:
Derivative warrant liabilities - Public	$	6,727,500	$	-	$	-
Derivative warrant liabilities - Private	$	-	$	-	$	4,888,000

~~The~~Transfers ~~following~~to/from ~~table~~Levels ~~presents~~1, ~~information~~2, ~~about~~and 3 are recognized at the ~~Company’s~~end ~~assets~~of ~~and~~the ~~liabilities~~reporting ~~that~~period. ~~are~~The ~~measured~~estimated at fair value onof Public Warrants was transferred from a ~~recurring~~Level ~~basis~~3 measurement to a Level 1 measurement as ofthe ~~September~~Public ~~30,~~Warrants were separately traded beginning in April 2021. ~~and~~There ~~indicates the~~were ~~fair~~no ~~value~~transfers ~~hierarchy~~to/from ofLevels ~~the~~1, ~~valuation~~2, ~~techniques~~and 3 ~~that~~during the ~~Company~~three ~~utilized~~months toended ~~determine~~March ~~such~~31, ~~fair~~2022 ~~value~~and 2021.

	Quoted Prices in		Significant Other		Significant Other
	Active Markets		Observable Inputs		Unobservable Inputs
Description	(Level 1)		(Level 2)		(Level 3)
Assets
Assets held in Trust Account:
U.S. Treasury securities	$	413,978,905	$	-	$	-
Cash and cash equivalents - mutual funds		35,011		-		-
	$	414,013,916	$	-	$	-
Liabilities
Derivative warrant liabilities - Public Warrants	$	6,624,000	$	-	$	-
Derivative warrant liabilities - Private Warrants	$	-	$	-	$	4,812,800

Level 1 assets include investments in U.S. Treasury securities. The Company uses inputs such as actual trade data, benchmark yields, quoted market prices from dealers or brokers, and other similar sources to determine the fair value of its investments. Level 3 instruments are comprised of derivative warrant liabilities measured at fair value using a Monte Carlo simulation model.

The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement have initially been estimated using Monte Carlo simulations at each measurement date. The Private Placement Warrants continue to be estimated using Monte Carlo simulations. As of ~~December~~March 31, ~~2020~~2022, ~~there~~the ~~were~~fair value noof ~~assets~~the Public Warrants was estimated at their listed public trading price. For the three months ended March 31, 2022 and 2021, the orCompany recognized a gain in the unaudited condensed statements of operations resulting from a decrease in the fair value of derivative warrant liabilities ~~that~~of ~~were~~$6.1 ~~measured~~million atand $3.1 million, respectively, presented as change in fair value of derivative warrant liabilities on athe ~~recurring~~accompanying ~~basis~~unaudited condensed statements of operations.

~~Transfers~~The ~~to/from~~estimated ~~Levels~~fair 1value of the Public Warrants and Private Placement Warrants, 2prior to the Public Warrants being traded in an active market, ~~and~~was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are ~~recognized~~assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend atyield. The Company estimates the ~~end~~volatility of its common stock warrants based on implied volatility from the ~~reporting~~Company’s ~~period.~~traded ~~The~~warrants and ~~estimated~~from ~~fair~~historical ~~value~~volatility of ~~Public~~select ~~Warrants~~peer ~~was~~company’s ~~transferred~~common ~~from~~stock athat ~~Level~~matches 3the ~~measurement~~expected toremaining alife ~~Level~~of the warrants. The 1risk-free ~~measurement~~interest asrate is based on the ~~Public~~U.S. ~~Warrants~~Treasury ~~were~~zero-coupon ~~separately~~yield ~~traded~~curve ~~beginning~~on inthe ~~April~~grant ~~2021~~date for a maturity similar to the expected remaining life of the warrants. ~~There~~The ~~were~~expected nolife ~~other~~of ~~transfers~~the warrants is assumed to~~/from~~ ~~Levels~~be 1,equivalent 2,to their remaining contractual term. The ~~and~~dividend 3rate ~~during~~is based on the ~~three~~historical ~~and~~rate, ~~nine~~which ~~months~~the ~~ended~~Company ~~September~~anticipates ~~30,~~remaining ~~2021~~at zero.

~~Level 1 assets include investments in money market funds and U.S. Treasury securities.~~ The ~~Company~~following ~~uses~~table ~~inputs~~provides ~~such~~quantitative ~~as actual trade data, benchmark yields, quoted market prices from dealers~~information orregarding ~~brokers, and other similar sources to determine the fair value of its investments.~~ Level 3 ~~instruments are comprised of derivative warrant liabilities measured at~~ fair value ~~using~~measurements ainputs ~~Monte~~as ~~Carlo~~their ~~simulation~~measurement ~~model.~~dates:

	As of March 31, 2022			As of December 31, 2021
Volatility		4.9	%		10.7	%
Stock price	$	9.77		$	9.78
Expected life of the options to convert		5.50			5.75
Risk-free rate		2.39	%		1.32	%
Dividend yield		0.00	%		0.00	%

~~Orion~~The ~~Acquisition~~change ~~Corp~~in the fair value of the derivative warrant liabilities measured with Level 3 inputs for three months ended March 31, 2022 and 2021 is summarized as follows:

Notes to Unaudited Condensed Financial Statements

	2022			2021
Derivative warrant liabilities as of January 1	$	4,888,000		$	-
Issuance of Public and Private Warrants - Level 3		-			24,986,750
Change in fair value of derivative warrant liabilities - Level 3		(2,556,800	)		(3,141,420	)
Derivative warrant liabilities as of March 31 - Level 3	$	2,331,200		$	21,845,330

The fair value of warrants issued by the Company in connection with the Initial Public Offering and Private Placement have initially been estimated using Monte-Carlo simulations at each measurement date10. ~~The~~Subsequent Private Placement Warrants continue to be estimated using Monte Carlo simulations. As of September 30, 2021, the fair value of the Public Warrants was estimated at their listed public trading price. For the three and nine months ended September 30, 2021, the Company recognized a gain in the unaudited condensed statements of operations resulting from a decrease in the fair value of derivative warrant liabilities of $5.5 million and $13.5 million, respectively, presented as change in fair value of derivative warrant liabilities on the accompanying unaudited condensed statements of operations.Events

The ~~estimated~~Company ~~fair~~evaluated ~~value~~subsequent ofevents ~~the Public~~ and ~~Private~~ ~~Placement~~transactions ~~Warrants,~~that ~~prior~~occurred toafter the ~~Public~~balance ~~Warrants~~sheet ~~being~~date ~~traded~~up ~~in an active market, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related~~ to ~~expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates~~ the ~~volatility~~date ~~of its common stock warrants based on implied volatility from the Company’s traded warrants and from historical volatility of select peer company’s common stock~~ that ~~matches~~ the ~~expected~~unaudited ~~remaining~~condensed ~~life~~financial ofstatements ~~the warrants. The~~were ~~risk-free~~available ~~interest rate is based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar~~ to ~~the~~be ~~expected remaining life of the warrants~~issued. ~~The~~Based ~~expected~~upon ~~life~~this ofreview, the ~~warrants~~Company isdid ~~assumed~~not toidentify beany ~~equivalent~~subsequent toevents ~~their~~that ~~remaining~~would ~~contractual~~have ~~term. The~~required ~~dividend~~adjustment ~~rate~~or isdisclosure ~~based~~in on the ~~historical~~unaudited ~~rate,~~condensed ~~which~~financial ~~the Company anticipates remaining at zero~~statements.

~~The following table provides quantitative information regarding Level 3 fair value measurements inputs as their measurement dates:~~17

	As of September 30, 2021
Volatility		11.0	%
Stock price	$	9.70
Expected life of the options to convert		6.00
Risk-free rate		1.14	%
Dividend yield		0.00	%

The change in the fair value of the derivative warrant liabilities measured with Level 3 inputs for the three and nine months ended September 30, 2021 is summarized as follows:

Derivative warrant liabilities at January 1, 2021	$	-
Issuance of Public and Private Warrants - Level 3		24,986,750
Change in fair value of derivative warrant liabilities - Level 3		(3,141,420	)
Derivative warrant liabilities at March 31, 2021 - Level 3	$	21,845,330
Transfer of Public Warrants to Level 1	$	(12,198,670	)
Change in fair value of derivative warrant liabilities - Level 3		(2,502,660	)
Derivative warrant liabilities at June 30, 2021 - Level 3	$	7,144,000
Change in fair value of derivative warrant liabilities - Level 3		(2,331,200	)
Derivative warrant liabilities at September 30, 2021 - Level 3	$	4,812,800

10. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the unaudited condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this review, the Company did not identify any subsequent events, except as noted above, that would have required adjustment or disclosure in the unaudited condensed financial statements.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “our,” “us” or “we” refer to Orion Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q 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 (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this Form 10-Q. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings.

Overview

We are a blank check company incorporated on November 25, 2020, as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses (the “Business Combination”). ~~Our~~We ~~sponsor~~are isan ~~Orion~~emerging ~~Healthcare~~growth ~~Acquisition~~company ~~Partners~~and, ~~LLC~~as such, awe ~~Delaware~~are ~~limited~~subject ~~liability~~to ~~company~~all (of the ~~“Sponsor”)~~risks associated with emerging growth companies.

Our sponsor is Orion Healthcare Acquisition Partners, LLC, a Delaware limited liability company (the “Sponsor”). Our registration statement for the initial public offering (the “Initial Public Offering”) was declared effective on March 1, 2021. On March 4, 2021, we consummated our Initial Public Offering of 41,400,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including 5,400,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of $414.0 million, and incurring offering costs of approximately $23.5 million, inclusive of approximately $14.5 million in deferred underwriting commissions.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement (“Private Placement”) of 7,520,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to our Sponsor, generating proceeds of $11.3 million.

Upon the closing of the Initial Public Offering and the Private Placement, $414.0 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (the “Trust Account”) ~~and~~located ~~will be invested~~ in ~~permitted~~the United States ~~“government~~ ~~securities”~~with ~~within~~Continental Stock ~~the~~Transfer ~~meaning~~& ofTrust ~~Section 2(a)(16) of the Investment~~ Company ~~Act~~acting ofas ~~1940~~trustee, asand ~~amended,~~will ~~which~~be ~~we refer~~invested toonly asin ~~the~~U.S. ~~Investment~~government ~~Company~~treasury ~~Act,~~bills ~~having~~with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 ~~promulgated~~ under the Investment Company Act of 1940, as amended (the “Investment Company Act”), ~~that~~as ~~invest~~determined ~~only~~by inus, ~~direct~~until ~~U.S.~~the ~~government~~earlier ~~treasury~~of: ~~obligations~~(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

We will only have 24 months from the closing of the Initial Public Offering, or March 4, 2023, to complete our initial Business Combination (the “Combination Period”). If we do not complete a Business Combination within this period of time, it will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest and not previously released to us to fund our working capital requirements (subject to an annual limit of $500,000) (less taxes payable and up to $100,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, liquidate and dissolve the balance of our net assets to our remaining stockholders, as part of our plan of dissolution and liquidation.18

19Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) at the time of the agreement to enter into the initial Business Combination. However, we will only complete a Business Combination if the post-business combination company owns or acquires 50% or more of the voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

~~The~~If ~~issuance~~we are unable to complete a Business Combination within 24 months from the closing of ~~additional~~the ~~shares~~Initial inPublic ~~connection~~Offering, or March 4, 2023 (the “Combination Period”), we will (i) ~~with~~cease aall operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business ~~combination~~days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the ~~owners~~aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the ~~target~~number orof then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other ~~investors:~~applicable law.

●The ~~may~~issuance ~~significantly dilute the equity interest~~ of ~~investors~~additional inshares ~~this offering, which dilution would increase if the anti-dilution provisions~~ in ~~the~~connection with ~~Class B common stock resulted in the issuance of Class A common stock on~~ a ~~greater~~Business ~~than~~Combination ~~one-~~to~~-one~~ ~~basis~~the ~~upon~~owners ~~conversion~~ of the ~~Class~~target Bor ~~common~~other ~~stock;~~investors:

●

may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A common stock on a greater than one-to-one basis upon conversion of the Class B common stock;

●

may subordinate the rights of holders of Class A common stock if shares of preferred stock are issued with rights senior to those afforded our Class A common stock;

●

could cause a change in control if a substantial number of shares of our Class A common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors;

●

may have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking to obtain control of us; and

●

may adversely affect prevailing market prices for our units, Class A common stock and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

● default and foreclosure on our assets if our operating revenues after an initial ~~business~~Business ~~combination~~Combination are insufficient to repay our debt obligations;

●

acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

●

our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

●

our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

●

our inability to pay dividends on our Class A common stock;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; ● limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;19

●

using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

●

limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

●

increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

●

limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.

As indicated in the accompanying unaudited condensed financial statements, as of ~~September~~March 3031, ~~2021~~2022, we had approximately $~~0.8~~526,000 ~~million~~ in our operating bank account. We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete our initial Business ~~Combination~~ Combination will be successful.

Results of Operations

Our entire activity since November 25, 2020 (inception) through ~~September~~March 3031, ~~2021~~2022 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective initial Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our initial Business Combination. We generate non-operating income in the form of interest income on investments held in the Trust Account. ~~We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.~~

For the three months ended ~~September~~March 3031, ~~2021~~2022, we we had net income of approximately $45.76 million, which consisted of a gain of approximately $56.51 million from changes in fair value of ~~derivative~~ derivative warrant liabilities, ~~offset~~and by approximately $551,000 infrom ~~losses~~interest earned on investments held in the Trust Account, partially offset by approximately $403,000 in general and administrative expenses, $~~792~~30,000 in general and administrative expenses – related party, and approximately $5149,000 in franchise tax expenses.

For the three months ended March 31, 2022, we had net income of approximately $2.2 million, which consisted of a gain of approximately $3.1 million from changes in fair value of derivative warrant liabilities and approximately $4,000 from interest earned on investments held in the Trust Account, partially offset by approximately $816,000 in financing costs – derivative warrant liabilities approximately $111,000 in general and administrative expenses, $10,000 in general and administrative expenses – related party, and approximately $49,000 in franchise tax expenses.

Liquidity and Going Concern

As of March 31, 2022, we had approximately $526,000 in our operating bank account and a working capital deficit of approximately $16,000 not taking into account tax obligations of approximately $49,000 that may be paid from income from investments held in the Trust Account.

Our liquidity needs to date have been satisfied through a $25,000 contribution from our Sponsor in exchange for the issuance of our founder shares to our Sponsor, the promissory note (the “Note”) of $136,000 from our Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. On March 8, 2021, we repaid the Note in full to our Sponsor which resulted in the Note no longer being available. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide the Company Working Capital Loans. As of March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding.

~~For~~In ~~the~~connection ~~nine~~with ~~months~~our ~~ended~~assessment ~~September~~of ~~30,~~going ~~2021,~~concern weconsiderations ~~had~~in ~~net~~accordance ~~income~~with ofFASB ~~approximately~~ASC ~~$11.4~~Topic ~~million~~205-40, ~~which~~“Presentation ~~consisted~~ of ~~approximately~~Financial ~~$14,000~~Statements in- ~~gain~~Going onConcern,” ~~investments~~our ~~held~~management has indetermined that the ~~Trust~~working ~~Account~~ capital deficit and amandatory ~~gain~~liquidation ofdate ~~approximately~~and ~~$13~~subsequent dissolution raise substantial doubt about our ability to continue as a going concern.5 ~~million~~If ~~from~~we ~~changes~~are inunable ~~fair~~to ~~value~~complete ofa ~~derivative~~Business ~~warrant~~Combination ~~liabilities~~by March 4, ~~offset~~2023, bythen ~~approximately~~we ~~$1.2~~will ~~million~~cease all inoperations ~~general~~except ~~and~~for ~~administrative~~the ~~expenses,~~purpose ~~approximately~~of ~~$816,000~~liquidating. inNo ~~financing~~adjustments ~~costs~~have -been ~~derivative~~made ~~warrant~~to ~~liabilities~~the ~~and~~carrying ~~approximately~~amounts ~~$149,000~~of assets or liabilities should inwe ~~franchise~~be ~~tax~~required ~~expenses~~to liquidate after March 4, 2023.

Liquidity and Capital Resource

As of September 30, 2021, we had approximately $0.8 million in its operating bank account, working capital of approximately $1.0 million, not taking into account tax obligations of approximately $149,000 that may be paid from income from investments held in the Trust Account.

Our liquidity needs to date have been satisfied through a $25,000 contribution from our Sponsor in exchange for the issuance of our founder shares to our Sponsor, the promissory note (the “Note”) of $136,000 from our Sponsor, and the proceeds from the consummation of the Private Placement not held in the Trust Account. On March 8, 2021, we repaid the Note in full to our Sponsor which resulted in the Note no longer being available. In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, provide the Company Working Capital Loans. As of September 30, 2021, there were no amounts outstanding under any Working Capital Loan.

Based on the foregoing, our management believes that we will have sufficient working capital and borrowing capacity from our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors to meet our needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, we will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Related Party Transactions

Founder Shares

On December 9, 2020, our Sponsor paid an aggregate of $25,000 to cover certain expenses and offering costs on behalf of us in exchange for issuance of 8,625,000 shares of our Class B common stock, par value $0.0001 per share (the “Founder Shares”). On March 1, 2021, we effected a share capitalization of 1,725,000 shares of Class B common stock, resulting in an aggregate of 10,350,000 shares of Class B common stock issued and outstanding.

The Sponsor and the Company’s officers and directors (the “Initial Stockholders”) agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property.

Private Placement Warrants

Simultaneously with the closing of the Initial Public Offering, we consummated the Private Placement of 7,520,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to our Sponsor, generating proceeds of approximately $11.3 million.

Each whole Private Placement Warrant is exercisable for one whole share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants to our Sponsor was added to the proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable for cash and exercisable on a cashless basis so long as they are held by our Sponsor or its permitted transferees.

Our Sponsor and our officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

On December 8, 2020, our Sponsor agreed to loan us an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). This loan was non-interest bearing and payable upon the completion of the Initial Public Offering. As of March 4, 2021, we borrowed approximately $136,000 under the Note. On March 8, 2021, we repaid the Note in full which resulted in the Note no longer being available to draw from.

In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $2.25 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2021, there were no borrowings under the Working Capital Loans.21

In addition, in order to finance transaction costs in connection with a Business Combination, our Sponsor or an affiliate of our Sponsor, or certain of our officers and directors may, but are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we will repay the Working Capital Loans out of the proceeds of the Trust Account released to us. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to $2.25 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of March 31, 2022 and December 31, 2021, there were no Working Capital Loans outstanding.

Administrative Services Agreement

Commencing on the effective date of the prospectus through the earlier of consummation of the initial Business Combination and our liquidation, we agreed to pay our Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. We incurred ~~approximately~~ $30,000 and ~~approximately~~ $7010,000 in expenses in connection with such services ~~during~~in the three ~~and nine~~ months ended ~~September~~March 3031, 2022 and 2021, respectively, as reflected in the accompanying unaudited condensed statements of ~~operation~~operations. As of ~~September~~March 3031, 2022 and December 31, 2021, approximately $70130,000 isand ~~due~~$100,000, ~~and~~respectively, ~~included~~of insuch expenses are included as accrued expenses on the condensed balance ~~sheet~~sheets.

Our officers or directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers or directors, or to us and our affiliates. Any such payments prior to an initial Business Combination will be made using funds held outside the Trust Account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing the reimbursement payments to our directors and officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial Business Combination.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay our Sponsor a monthly fee of $10,000 for office space, secretarial and administrative services.

Registration Rights

The ~~initial~~Initial ~~stockholders~~Stockholders and holders of the Private Placement Warrants were entitled to registration rights pursuant to a registration rights agreement. The ~~initial~~Initial ~~stockholders~~Stockholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that we register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by us. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We granted the underwriters a 45-day option to purchase up to 5,400,000 additional Units to cover any over-allotment, at the Initial Public Offering price less the underwriting discounts and commissions. The warrants that would be issued in connection with the 5,400,000 over-allotment Units are identical to the public warrants and have no net cash settlement provisions. The underwriters exercised the over-allotment option in full on March 4, 2021.

Critical Accounting Policies

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of our unaudited condensed financial statements requires us to make estimates and judgments ~~that~~ that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and ~~various~~ various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments ~~about~~ about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these ~~estimates~~ estimates under different assumptions or conditions. We have identified the following as its critical accounting policies:

Investments Held in the Trust Account

Our portfolio of investments is comprised of U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When our investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as trading securities. When our investments held in the Trust Account are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market funds are presented on the condensed balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in ~~gain~~ interest earned on investments held in the Trust Account in the accompanying unaudited condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

Derivative Warrant Liabilities

We do not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and FASB ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, we recognize the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in our unaudited condensed statements of operations. The fair value of warrants issued by us in connection with the Initial Public Offering and Private Placement have  initially been estimated using Monte- Carlo simulations at each measurement date. The Private Placement warrants continue to be estimated using Monte Carlo simulations. AsThe offair ~~September~~value ~~30,~~of ~~2021,~~ the ~~fair~~Public ~~value~~Warrants ofissued in connection with the Initial Public ~~Warrants~~Offering ~~was~~have ~~estimated~~subsequently atbeen ~~their~~measured ~~listed~~based ~~public~~on ~~trading~~the listed market price of such warrants. The determination of the fair value of the warrant liability may be subject to change as more current information becomes available and accordingly the actual results could differ significantly. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Class A Common Stock Subject to Possible Redemption

We account for our Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) isare classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. Our Class A common stock feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of ~~September~~March 3031, ~~2021,~~2022 and December 31, ~~2020~~2021, 41,400,000 ~~and 0~~ shares of Class A common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of our condensed balance sheets~~, respectively~~.

Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (to the extent available) and accumulated deficit.23

~~Net~~We ~~Income~~recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Effective with the closing of the Initial Public Offering, we recognized the accretion from initial book value to redemption amount, which resulted in charges against additional paid-in capital (~~Loss~~to the extent available) ~~Per~~and ~~Common~~accumulated ~~Share~~deficit.

WeNet ~~complied~~Income ~~with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings~~ Per ~~Share.”~~Common We have two classes of shares, which are referred to as Class A common stock and Class B common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.Share

~~The~~We ~~calculation~~complied ofwith ~~diluted~~accounting ~~net~~and ~~income~~disclosure ~~(loss) per~~requirements ~~common stock does not consider the effect~~ of ~~the~~FASB ~~warrants~~ASC ~~issued~~Topic in260, ~~connection~~“Earnings ~~with~~Per ~~the~~Share.” ~~Initial~~We ~~Public~~have ~~Offering~~two ~~and~~classes ~~the Private Placement to purchase an aggregate~~ of 17shares,~~870,000~~ ~~shares~~which ofare ~~common~~referred ~~stock~~to inas ~~the~~Class ~~calculation~~A ofcommon ~~diluted income (loss) per share, because their exercise~~stock isand ~~contingent~~Class ~~upon~~B ~~future~~common ~~events~~stock. Income and ~~their~~losses ~~inclusion~~are ~~would~~shared bepro ~~anti-dilutive~~rata ~~under~~between the ~~treasury~~two ~~stock~~classes ~~method~~of shares. As aNet ~~result, diluted net~~ income ~~(loss)~~ per common share is ~~the~~calculated by ~~same~~dividing asthe ~~basic~~ net income ~~(loss)~~by ~~per share for~~ the ~~three~~weighted ~~and~~average ~~nine~~shares ~~months~~of ~~ended September 30, 2021. Accretion associated with the redeemable Class A~~ common stock isoutstanding ~~excluded~~for ~~from earnings per share as~~ the ~~redemption~~respective ~~value approximates fair value~~period.

The calculation of diluted net income per common stock does not consider the effect of the warrants issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 17,870,000 shares of common stock in the calculation of diluted income per share, because their exercise is contingent upon future events. Accretion associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, and it also simplifies the diluted earnings per share calculation in certain areas. We adopted ASU 2020-06 on January 1, 2021, with no material impact upon adoption.

We do not believe that any recently issued, but not yet effective, accounting standards updates, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

Off-Balance Sheet Arrangements

As of September 30, 2021, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our unaudited condensed financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company”, we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the ~~unaudited condensed~~ financial statements (auditor discussion and analysis), and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

~~Our~~Disclosure ~~management~~controls ~~evaluated,~~are procedures that are designed with the ~~participation~~ objective of ~~our~~ensuring ~~current~~that ~~chief~~information ~~executive~~required ~~officer~~to ~~and~~be ~~chief~~disclosed ~~financial~~in ~~officer (~~our ~~“Certifying~~reports ~~Officers”),~~filed under the ~~effectiveness~~Exchange ofAct, ~~our~~such ~~disclosure controls and procedures~~ as ofthis ~~September~~report, is 30recorded, ~~2021~~processed, ~~pursuant~~summarized, toand ~~Rule~~reported ~~13a-15(b)~~within ~~under~~the time period specified in the ~~Exchange~~SEC’s ~~Act~~rules and forms. ~~Based~~Disclosure ~~upon~~controls are ~~that~~also ~~evaluation,~~designed ~~our~~with ~~Certifying Officers~~the ~~concluded~~objective of ensuring that such information is accumulated and communicated to our ~~disclosure~~management, ~~controls~~including the Chief Executive Officer and ~~procedures~~Chief ~~were~~Financial ~~effective~~Officer, as ofappropriate ~~September~~to ~~30,~~allow ~~2021~~timely decisions regarding required disclosure.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our chief executive officer and chief financial officer, to allow timely decisions regarding required disclosure.24

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of March 31, 2022, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that its control around accounting for complex financial instruments was not effectively designed or maintained. This material weakness resulted in the misstatement of the Company’s audited balance sheet as of March 4, 2021, and its interim financial statements for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021.

In light of this material weakness, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial statements included in this report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There ~~was~~were no ~~change~~changes in our internal control ~~over~~ over financial reporting ~~that~~(as ~~occurred~~such ~~during~~term ~~the~~is ~~fiscal~~defined ~~quarter~~in ~~ended~~Rules ~~September~~13a-15(f) ~~30,~~and ~~2021,~~15d-15(f) ~~covered~~of bythe ~~this~~Exchange ~~Quarterly~~Act) ~~Report~~during onthe ~~Form~~most ~~10-Q~~recent ~~that~~fiscal ~~has~~quarter that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting., ~~The material weakness~~except ~~discussed~~for ~~below was remediated during~~ the ~~quarter ended September 30, 2021~~below.

~~Remediation~~The ofChief aExecutive ~~Material~~Officer ~~Weakness~~and inChief ~~Internal~~Financial ~~Control~~Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex financial instruments. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over ~~Financial~~financial ~~Reporting~~reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

We recognize the importance of the control environment as it sets the overall tone for the Company and is the foundation for all other components of internal control. Consequently, we designed and implemented remediation measures to address the material weakness previously identified in the second quarter of 2021 and enhanced our internal control over financial reporting. In light of the material weakness, we enhanced our processes to identify and appropriately apply applicable accounting requirements to better evaluate and understand the nuances of the complex accounting standards that apply to our condensed consolidated financial statements, including providing enhanced access to accounting literature, research materials and documents and increased communication among our personnel and third-party professionals with whom we consult regarding complex accounting applications. The foregoing actions, which we believe remediated the material weakness in internal control over financial reporting, were completed as of the date of September 30, 2021.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

Factors that could cause our actual results to differ materially from those in this Quarterly Report are any of the risks described in our ~~final~~Annual ~~prospectus~~Report ~~for our Initial Public Offering filed with the SEC~~ on ~~March 3, 2021 and in our~~ Form 10-QK ~~for the period ended March 31, 2021~~ filed with the SEC on ~~May~~March 2430, ~~2021~~2022. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report, there have been no material changes to the risk factors disclosed in our ~~final prospectus for our~~Annual ~~Initial~~Report ~~Public~~on ~~Offering filed with the SEC March 3, 2021 and in our~~ Form 10-QK ~~for the period ended March 31, 2021~~ filed with the SEC ~~on May~~March 2430, ~~2021~~2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities

~~On March 4, 2021, we consummated the Initial Public Offering of 41,400,000 Units~~None. The Units sold in the Initial Public Offering were sold at an offering price of $10.00 per unit, generating total gross proceeds of $414,000,000. Credit Suisse Securities (USA) LLC acted as sole book-running manager. The securities in the offering were registered under the Securities Act on a registration statement on Form S-1 (No. 333-253081). The Securities and Exchange Commission declared the registration statement effective on March 1, 2021.

Simultaneously with the consummation of the Initial Public Offering, we consummated the Private Placement of 7,520,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating proceeds of $11,280,000 million. The issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

Of the gross proceeds received from the Initial Public Offering and the Private Placement Warrants, $414,000,000 was placed in the Trust Account.

We paid a total of $8,280,000 in underwriting discounts and commissions and approximately $9,100,000 for offering costs related to the Initial Public Offering. In addition, the underwriters agreed to defer $14,490,000 million in underwriting discounts and commissions.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit Number		Description
10.1		Letter Agreement, dated February 24, 2022, by and between the Company and Stephen Schlegel (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No. 001-40139), filed with the Securities and Exchange Commission on February 28, 2022).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

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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 on this ~~10th~~13th day of ~~November~~May, ~~2021~~2022.

	ORION ACQUISITION CORP.
	By:	/s/ Beau Garverick
		Name:	Beau Garverick
		Title:	Chief Executive Officer & Chief Financial Officer
Dated: November 10, 2021
Dated: May 13, 2022

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