☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 85-2624164 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
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 and one Redeemable Warrant | OHAAU | The Nasdaq Stock Market LLC | ||
Class A Common Stock, par value $0.0001 per share | OHAA | The Nasdaq Stock Market LLC | ||
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | OHAAW | The Nasdaq Stock Market LLC |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
OPY ACQUISITION CORP. I
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
Page | ||||||
Item 1. | ||||||
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1 | ||||||
2 | ||||||
3 | ||||||
4 | ||||||
5 | ||||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 1. | ||||||
Item 1A. | ||||||
Item 2. | ||||||
Item 3. | ||||||
Item 4. | ||||||
Item 5. | ||||||
Item 6. | ||||||
i
September 30, 2021 (Unaudited) | December 31, 2020 | |||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | 80,034 | 25,000 | ||||||
Total current assets | 80,034 | 25,000 | ||||||
OTHER ASSETS | ||||||||
Deferred offering costs | 134,190 | 25,000 | ||||||
Total other assets | 134,190 | 25,000 | ||||||
TOTAL ASSETS | $ | 214,224 | $ | 50,000 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT) | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 20,285 | $ | 1,000 | ||||
Accrued offering costs | 22,295 | — | ||||||
Notes payable - related party | 205,000 | — | ||||||
Due to affiliates | — | 25,000 | ||||||
Total current liabilities | 247,580 | 26,000 | ||||||
TOTAL LIABILITIES | 247,580 | 26,000 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 6) | 0 | |||||||
STOCKHOLDER’S EQUITY (DEFIC I T) | ||||||||
Common stock; $0.0001 par value; 10,000,000 shares authorized; 3,162,500 issued and outstanding (1)(2) | 316 | 316 | ||||||
Additional paid-in capital | 24,684 | 24,684 | ||||||
Accumulated deficit | (58,356 | ) | (1,000 | ) | ||||
TOTAL STOCKHOLDER’S EQUITY (DEFICIT) | (33,356 | ) | 24,000 | |||||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY | $ | 214,224 | $ | 50,000 | ||||
June 30, 2023 (unaudited) | December 31, 2022 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 187,741 | $ | 815,608 | ||||
Investments in mutual funds | 51,910 | — | ||||||
Prepaid expenses and other assets | 151,853 | 312,165 | ||||||
Total Current Assets | 391,504 | 1,127,773 | ||||||
Other Assets | ||||||||
Deferred tax asset | — | 5,506 | ||||||
Cash and investments held in Trust Account | 25,802,677 | 25,534,097 | ||||||
TOTAL ASSETS | $ | 26,194,181 | $ | 26,667,376 | ||||
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | $ | 495,792 | $ | 288,837 | ||||
Franchise tax payable | 20,000 | 168,231 | ||||||
Income taxes payable | 63,469 | 336,733 | ||||||
Working capital loan – related party | 670,000 | 350,000 | ||||||
Total Liabilities | 1,249,261 | 1,143,801 | ||||||
Commitments and Contingencies | ||||||||
Class A common stock subject to possible redemption, 2,479,510 shares at a redemption value of $10.40 and $10.27 per share as of June 30, 2023 and December 31, 2022, respectively | 25,776,569 | 25,466,251 | ||||||
Stockholders’ (Deficit) Equity | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of June 30, 2023 and December 31, 2022 | — | — | ||||||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 3,162,499 issued and outstanding as of June 30, 2023 and none issued and outstanding as of December 31, 2022 , respectively (excluding 2,479,510 shares subject to possible redemption) | 316 | — | ||||||
Common stock, $0.0001 par value; 10,000,000 shares authorized; 1 and 3,162,500 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | — | 316 | ||||||
Additional paid-in capital | — | 384,496 | ||||||
Accumulated deficit | (831,965 | ) | (327,488 | ) | ||||
Total Stockholders’ (Deficit) Equity | (831,649 | ) | 57,324 | |||||
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ | 26,194,181 | $ | 26,667,376 | ||||
For the three months ended September 30, 2021 | For the nine months ended September 30, 2021 | For the period July 20, 2020 (inception) through September 30, 2020 | ||||||||||
EXPENSES | ||||||||||||
General and administrative expenses | $ | 47,744 | $ | 57,362 | $ | 1,000 | ||||||
Total expenses | 47,744 | 57,362 | 1,000 | |||||||||
OTHER INCOME (LOSS) | ||||||||||||
Interest income | 0 | 6 | 0 | |||||||||
NET LOSS | (47,744 | ) | (57,356 | ) | (1,000 | ) | ||||||
WEIGHTED AVERAGE SHARES OUTSTANDING, BASIC AND DILUTED (1)(2) | 2,750,000 | 2,750,000 | 2,750,000 | |||||||||
BASIC AND DILUTED NET LOSS PER SHARE | ($ | 0.02 | ) | ($ | 0.02 | ) | ($ | 0.00 | ) | |||
For the three months ended June 30, | For the six months ended June 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
OPERATING EXPENSES | ||||||||||||||||
General and administrative | $ | 468,603 | $ | 294,595 | $ | 896,747 | $ | 548,212 | ||||||||
Franchise tax | 50,000 | 50,000 | 102,187 | 102,187 | ||||||||||||
Total expenses | 518,603 | 344,595 | 998,934 | 650,399 | ||||||||||||
OTHER INCOME | ||||||||||||||||
Interest income – bank | 2,398 | — | 7,773 | — | ||||||||||||
Interest income on investments held in Trust Account | 301,261 | 157,056 | 601,523 | 173,668 | ||||||||||||
Total other income | 303,659 | 157,056 | 609,296 | 173,668 | ||||||||||||
LOSS BEFORE PROVISION FOR INCOME TAXES | (214,944 | ) | (187,539 | ) | (389,638 | ) | (476,731 | ) | ||||||||
Provision for income taxes | (30,159 | ) | (14,413 | ) | (106,493 | ) | (14,413 | ) | ||||||||
NET LOSS | $ | (245,103 | ) | $ | (201,952 | ) | $ | (496,131 | ) | $ | (491,144 | ) | ||||
Weighted average shares outstanding of Class A common stock | 5,537,751 | 12,650,000 | 4,043,190 | 12,650,000 | ||||||||||||
Basic and diluted net loss per share, Class A common stock | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.09 | ) | $ | (0.03 | ) | ||||
Weighted average shares outstanding of common stock | 69,506 | 3,162,500 | 1,598,820 | 3,162,500 | ||||||||||||
Basic and diluted net loss per share, common stock | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.09 | ) | $ | (0.03 | ) | ||||
Common Stock | Total | |||||||||||||||||||
Additional | Accumulated | stockholder’s | ||||||||||||||||||
Shares | Amount | paid-in capital | deficit | equity (deficit) | ||||||||||||||||
Balance, December 31, 202 0 (audited) | 3,162,500 | $ | 316 | $ | 24,684 | $ | (1,000 | ) | $ | 24,000 | ||||||||||
Net loss | — | — | — | (9,612 | ) | (9,612 | ) | |||||||||||||
Balance, June 30, 2021 | 3,162,500 | $ | 316 | $ | 24,684 | $ | (10,612 | ) | $ | 14,388 | ||||||||||
Net loss | — | — | — | (47,744 | ) | (47,744 | ) | |||||||||||||
Balance, September 30, 2021 | 3,162,500 | $ | 316 | $ | 24,684 | $ | (58,356 | ) | $ | (33,356 | ) | |||||||||
FOR THE PERIOD FROM JULY 20, 2020 (INCEPTION) THROUGH SEPTEMBER 30, 2020 | ||||||||||||||||||||
Common Stock | Total | |||||||||||||||||||
Additional | Accumulated | stockholder’s | ||||||||||||||||||
Shares | Amount | paid-in capital | deficit | equity | ||||||||||||||||
Balance, July 20, 2020 (inception) | 0— | $ | 0— | $ | 0— | $ | 0— | $ | 0— | |||||||||||
Issuance of Class B common stock to Sponsor (1)(2) | 3,162,500 | 316 | 24,684 | — | 25,000 | |||||||||||||||
Net loss | — | — | (1,000 | ) | (1,000 | ) | ||||||||||||||
Balance, September 30, 2020 | 3,162,500 | $ | 316 | $ | 24,684 | $ | (1,000 | ) | $ | 24,000 | ||||||||||
For the 9 months ended September 30, 2021 | For the period July 20, 2020 (inception) through September 30, 2020 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (57,356 | ) | $ | (1,000 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Accounts payable | 19,285 | 1,000 | ||||||
Net cash flows used in operating activities | (38,071 | ) | 0— | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Payment of Deferred Offering Costs | (81,895 | ) | 0— | |||||
Proceeds from issuance of common stock to Sponsor | 0— | 25,000 | ||||||
Proceeds from notes payable—related party | 175,000 | 0— | ||||||
Net cash flows provided by financing activities | 93,105 | 25,000 | ||||||
NET CHANGE IN CASH | 55,034 | 25,000 | ||||||
CASH, BEGINNING OF PERIOD | 25,000 | 0— | ||||||
CASH, END OF PERIOD | $ | 80,034 | $ | 25,000 | ||||
Supplemental disclosure of noncash activities: | ||||||||
Payment of deferred offering costs by note s payable—related party | $ | 27,295 | $ | 0— | ||||
Deferred offering costs included in accrued offering costs | $ | 22,295 | $ | 0— | ||||
Conversion of due to affiliate through issuance of Notes Payable | $ | 25,000 | $ | 0— | ||||
Common stock | Additional paid-in capital | Accumulated Deficit | Total stockholders’ equity (deficit) | |||||||||||||||||||||||||
Class A | Common stock | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance, December 31, 2022 | — | $ | — | 3,162,500 | $ | 316 | $ | 384,496 | $ | (327,488 | ) | $ | 57,324 | |||||||||||||||
Accretion of Class A common stock subject to possible redemption | — | — | — | — | (171,740 | ) | — | (171,740 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (251,028 | ) | (251,028 | ) | |||||||||||||||||||
Balance, March 31, 2023 (Unaudited) | — | — | 3,162,500 | 316 | 212,756 | (578,516 | ) | (365,444 | ) | |||||||||||||||||||
Conversion of Common to Class A Shares | 3,162,499 | 316 | (3,162,499 | ) | (316 | ) | — | — | — | |||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | — | — | — | — | (212,756 | ) | (8,346 | ) | (221,102 | ) | ||||||||||||||||||
Net loss | — | — | — | — | — | (245,103 | ) | (245,103 | ) | |||||||||||||||||||
Balance, June 30, 2023 (Unaudited) | 3,162,499 | $ | 316 | 1 | $ | — | $ | — | $ | (831,965 | ) | $ | (831,649 | ) | ||||||||||||||
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2022 | ||||||||||||||||||||||||||||
Common stock | Additional paid-in capital | Accumulated deficit | Total stockholders’ equity | |||||||||||||||||||||||||
Class A | Common stock | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | |||||||||||||||||||||||||
Balance, December 31, 2021 | — | $ | — | 3,162,500 | $ | 316 | $ | 1,621,335 | $ | (348,103 | ) | $ | 1,273,548 | |||||||||||||||
Net loss | — | — | — | — | — | (289,192 | ) | (289,192 | ) | |||||||||||||||||||
Balance, March 31, 2022 (Unaudited) | — | — | 3,162,500 | 316 | 1,621,335 | (637,295 | ) | 984,356 | ||||||||||||||||||||
Net loss | — | — | — | — | — | (201,952 | ) | (201,952 | ) | |||||||||||||||||||
Balance, June 30, 2022 (Unaudited) | — | $ | — | 3,162,500 | $ | 316 | $ | 1,621,335 | $ | (839,247 | ) | $ | 782,404 | |||||||||||||||
For the Six Months Ended June 30, | ||||||||
2023 | 2022 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||
Net loss | $ | (496,131 | ) | $ | (491,144 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
Interest income on cash and investments held in Trust Account | (601,523 | ) | (173,668 | ) | ||||
Deferred tax asset | 5,506 | — | ||||||
Changes in operating assets and liabilities: | ||||||||
Prepaid expenses and other assets | 160,312 | 164,086 | ||||||
Due to affiliates | — | (20,000 | ) | |||||
Accounts payable and accrued expenses | 206,955 | 41,316 | ||||||
Franchise tax payable | (148,231 | ) | 50,283 | |||||
Income taxes payable | (273,264 | ) | 14,413 | |||||
Net cash used in operating activities | (1,146,376 | ) | (414,714 | ) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||
Cash withdrawn from Trust Account for tax purposes | 250,419 | — | ||||||
Cash withdrawn from Trust Account in connection with redemption | 82,524 | — | ||||||
Investment in mutual funds | (51,910 | ) | — | |||||
Net cash provided by investing activities | 281,033 | — | ||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||
Proceeds from working capital loan - related party | 320,000 | — | ||||||
Redemption of common stock | (82,524 | ) | — | |||||
Net cash provided by financing activities | 237,476 | — | ||||||
NET CHANGE IN CASH | (627,867 | ) | (414,714 | ) | ||||
CASH, BEGINNING OF THE PERIOD | 815,608 | 670,998 | ||||||
CASH, END OF THE PERIOD | $ | 187,741 | $ | 256,284 | ||||
Class A common stock subject to possible redemption, December 31, 2021 | $ | 127,765,000 | ||
Less: | ||||
Redemption of 10,170,490 common shares | (103,535,588 | ) | ||
Add: | ||||
Accretion of carrying value to redemption value | 1,236,839 | |||
Class A common stock subject to possible redemption, December 31, 2022 | 25,466,251 | |||
Less: | ||||
Redemption payment | (82,524 | ) | ||
Add: | ||||
Accretion of carrying value to redemption value | 171,740 | |||
Class A common stock subject to possible redemption, March 31, 2023 | 25,555,467 | |||
Add: | ||||
Accretion of carrying value to redemption value | 221,102 | |||
Class A common stock subject to possible redemption, June 30, 2023 | $ | 25,776,569 | ||
For the three months ended June 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A common stock | Common stock | Class A common stock | Common stock | |||||||||||||
Basic and diluted net loss per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net loss | $ | (242,065 | ) | $ | (3,038 | ) | $ | (161,562 | ) | $ | (40,390 | ) | ||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding | 5,537,751 | 69,506 | 12,650,000 | 3,162,500 | ||||||||||||
Basic and diluted net loss per share | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.01 | ) | $ | (0.01 | ) |
For the six months ended June 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A common stock | Common stock | Class A common stock | Common stock | |||||||||||||
Basic and diluted net loss per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net loss | $ | (355,539 | ) | $ | (140,592 | ) | $ | (392,915 | ) | $ | (98,229 | ) | ||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding | 4,043,190 | 1,598,820 | 12,650,000 | 3,162,500 | ||||||||||||
Basic and diluted net loss per share | $ | (0.09 | ) | $ | (0.09 | ) | $ | (0.03 | ) | $ | (0.03 | ) |
Level | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | |||||||||||||
Assets: | ||||||||||||||||
U.S. Treasury securities | 1 | $ | 25,802,677 | — | — | |||||||||||
Investment in mutual funds | 1 | $ | 51,910 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
References in this report (this “Quarterly Report”) to “we,” “us” or the “Company” refer to OPY Acquisition Corp. I References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to OPY Acquisition LLC I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form
Overview
We are a blank check company incorporated in Delaware on July 20, 2020. The Company was2020 as a Delaware corporation and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business transactionBusiness Combination with one or more businesses thator IPO and the Company hassale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.
Results of Operations
We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through June 30, 2023 were organizational activities and those necessary to prepare for the IPO, described below, and since the IPO, the search for a prospective initial Business Combination. We do not yet identified (a “Business Combination”).
For the three and nine months ended SeptemberJune 30, 2021,2023, we had a net loss of $47,745$245,103, which primarily consists of operating expenses of $468,603, Delaware franchise taxes of $50,000 and $57,357 respectivelyprovision for income taxes $30,159, partially offset by net income from interest earned on cash and marketable securities held in the Trust Account of $301,261 and interest income from bank of $2,398.
For the six months ended June 30, 2023, we had a net loss of $496,131, which consistedprimarily consists of generaloperating expenses of $896,747, Delaware franchise taxes of $102,187 and administrative expenses.provision for income taxes $106,493, partially offset by net income from interest earned on cash and marketable securities held in the Trust Account of $601,523 and interest income from bank of $7,773.
For the three months ended June 30, 2022, we had a net loss of $201,952, which primarily consists of operating expenses of $294,595, accrual of Delaware franchise taxes of $50,000 and provision for income taxes of $14,413, offset by net income from interest earned on marketable securities held in the Trust Account of $157,056.
For the six months ended June 30, 2022, we had a net loss of $491,144, which primarily consists of operating expenses of $548,212, accrual of Delaware franchise taxes of $102,187 and provision for income taxes of $14,413, offset by net income from interest earned on marketable securities held in the Trust Account of $173,668.
17
Liquidity and Capital Resources
On October 29, 2021, the Companywe consummated the IPO of 11,000,00011,000 units (“Units”) with respect toand on November 5, 2021 the Class A common stock includedunderwriters fully exercised their over-allotment option for an additional 1,650,000 units, in the Units being offered (the “Public Shares”)each case, at $10.00 per Unitunit, generating gross proceeds of $110,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.
Following the closing of the IPO and the Over-Allotment, $127,765,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of
On December 20, 2022, the Company held a Special Meeting in lieu of an Annual Meeting of Stockholders (the “Special Meeting”). At the Special Meeting stockholders voted on and approved an amendment (the “Extension Amendment”) to the Company’s amended and restated certificate of incorporation to extend the deadline by which the Company must complete an initial business combination from April 29, 2023 to October 30, 2023. In connection with the approval of the Extension Amendment, the Company was required to give holders of its Class A Common Stock the right to redeem their shares. Holders of an aggregate 10,170,490 shares of Class A Common Stock exercised their redemption rights and did not subsequently reverse that decision.
For the six months ended June 30, 2023 and 2022, cash used in operating activities was $1,146,376 and $414,714, respectively.
As of June 30, 2023, the Company had $187,741 in cash, $51,910 in investment in mutual funds, $25,802,677 in cash held in the Trust Account including any amounts representing interest earned on the Trust Account (less taxes payable), to complete our Business Combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that that if the Company is unable to raise additional funds to alleviate liquidity needs, obtain approval for an extension of the deadline or complete oura Business Combination or because we become obligatedby October 30, 2023, then the Company will cease all operations except for the purpose of liquidating. It is uncertain that the Company will be able to redeemconsummate a significant number of our Public Shares upon consummation of our Business Combination in which case we may issue additional securitiesby the specified period. If a Business Combination is not consummated by October 30, 2023, there will be a mandatory liquidation and subsequent dissolution. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about the Company’s ability to continue as a going concern one year from the date that these unaudited condensed financial statements are issued. These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or incur debt in connection with such Business Combination.
Off-Balance
We have no obligations, assets or liabilities, which would be considered
18
Contractual obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities.
The underwriters were paid an underwriting fee consisting of 1,686,667 warrants (as the over- allotment option iswas exercised in full) valued at $1.50 per warrant or $2,530,000 under the same terms as the Private Placement Warrants.
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 will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing 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
Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of
Critical Accounting Policies
The preparation of unaudited condensed financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of SeptemberJune 30, 2021,2023, we were not subject to any market or interest rate risk. The net proceeds held in the Trust Account have been invested in U.S. government treasury bills, notes or bonds with a maturity of 185 days or less, or in certain money market funds that invest solely in U.S. treasuries. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.
Item 4. Controls and Procedures
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 our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules
Changes in Internal Control Over Financial Reporting
During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
19
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 prospectus, as amended, for our IPO filed with the SECAnnual Report on October 19, 2021.Form 10-K. 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 IPO filed with the SECAnnual Report on October 29, 2021.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The securities in the IPO were registered under the Securities Act on a registration statement on Form
Simultaneously with the closing of the IPO, the Company consummated the sale of 2,100,667 private placement warrants (“Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant in a private placement to the Company’s sponsor, OPY Acquisition LLC I (the “Sponsor”) generating gross proceeds of $3,051,000.
Offering costs for the IPO amounted to $2,654,349, consisting of 1,466,667 Private Placement Warrants valued at $1.50 per Private Placement Warrant or $2,200,000 of underwriting fees and $454,349 of other costs. Offering costs for the Over-Allotment amounted to $330,000 consisting of 220,000 Private Placement Warrants valued at $1.50 per Private Warrant or $330,000 of underwriting fees.
Following the closing of the IPO, $111,100,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will bewas invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of
The Company granted the underwriters a 45-day option to purchase up to 1,650,000 Units to cover over-allotments, if any. On November 5, 2021, the underwriters fully exercised the Over-Allotment Option and purchased 1,650,000 additional Units (the “Over-Allotment Units”), generating gross proceeds of $16,500,000.
Upon the closing of the Over-Allotment Option on November 5, 2021, the Company consummated a private sale of an additional 110,000 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $165,000. As of November 5, 2021, a total of $127,765,000 of the net proceeds from the IPO (including the Over-allotment Units) and the sale of Private Placement Warrants was placed in a U.S. based trust account. As the underwriters’ Over-Allotment Option was exercised in full, 412,500 shares owned by the sponsor are no longer subject to forfeiture.
For a description of the use of the proceeds generated in our IPO, see Part I, Item 2 of this Quarterly Report.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form
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4.1 | Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the |
4.3 | Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the |
32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the |
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 |
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101.INS* | Inline XBRL Instance |
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 |
* | Filed herewith. |
** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
OPY ACQUISITION CORP. I | ||||||
Date: | By: | /s/ Jonathan B. Siegel | ||||
Name: | Jonathan B. Siegel | |||||
Title: | Chief Executive Officer and Director | |||||
(Principal Executive Officer) | ||||||
Date: | By: | /s/ Daniel E. Geffken | ||||
Name: | Daniel E. Geffken | |||||
Title: | Chief Financial Officer and Director | |||||
(Principal Financial and Accounting Officer) |
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