☒ | 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-half of 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. | 1 | ||||||
1 | |||||||
2 | |||||||
3 | |||||||
4 | |||||||
5 | |||||||
Item 2. | |||||||
Item 3. | 19 | ||||||
Item 4. | 19 | ||||||
Item 1. | 20 | ||||||
Item 1A. | 20 | ||||||
Item 2. | 20 | ||||||
Item 3. | 20 | ||||||
Item 4. | 20 | ||||||
Item 5. | 20 | ||||||
Item 6. | |||||||
23 |
i
September 30, 2022 | December 31, 2021 | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
CURRENT ASSETS | ||||||||
Cash | $ | 205,001 | $ | 670,998 | ||||
Prepaid expenses and other assets | 385,124 | 388,711 | ||||||
Total current assets | 590,125 | 1,059,709 | ||||||
OTHER ASSETS | ||||||||
Prepaid expenses and other assets | 27,345 | 300,657 | ||||||
Deferred tax asset | 5,506 | 5,506 | ||||||
Investments held in Trust Account | 128,507,233 | 127,771,830 | ||||||
TOTAL ASSETS | $ | 129,130,209 | $ | 129,137,702 | ||||
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts payable and accrued expenses | $ | 87,144 | $ | 44,252 | ||||
Franchise tax payable | 127,777 | 34,902 | ||||||
Due to affiliate | — | 20,000 | ||||||
Income taxes payable | 209,462 | — | ||||||
TOTAL LIABILITIES | 424,383 | 99,154 | ||||||
COMMITMENTS AND CONTINGENCIES (NOTE 6) | ||||||||
Class A common stock subject to possible redemption, $0.0001 par value, 12,650,000 shares at redemption value of $10.13 and $10.10 per share as of September 30, 2022 and December 31, 2021, respectively | 128,169,994 | 127,765,000 | ||||||
STOCKHOLDERS’ EQUITY | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 | — | — | ||||||
Class A common stock; $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding as of September 30, 2022 and December 31, 2021 (excluding 12,650,000 shares subject to possible redemption) | — | — | ||||||
Common stock $0.0001 par value; 10,000,000 shares authorized; 3,162,500 shares issued and outstanding as of September 30, 2022 and December 31, 2021 | 316 | 316 | ||||||
Additional paid-in capital | 1,216,341 | 1,621,335 | ||||||
Accumulated deficit | (680,825 | ) | (348,103 | ) | ||||
Total stockholders’ equity | 535,832 | 1,273,548 | ||||||
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY | $ | 129,130,209 | $ | 129,137,702 | ||||
September 30, 2023 (unaudited) | December 31, 2022 | |||||||
ASSETS | ||||||||
Current assets | ||||||||
Cash | $ | 12,004 | $ | 815,608 | ||||
Investments in mutual funds | 52,581 | — | ||||||
Prepaid expenses and other assets | 35,178 | 312,165 | ||||||
Prepaid income taxes | 59,986 | — | ||||||
Total Current Assets | 159,749 | 1,127,773 | ||||||
Other Assets | ||||||||
Deferred tax asset | — | 5,506 | ||||||
Cash and investments held in Trust Account | 25,948,932 | 25,534,097 | ||||||
TOTAL ASSETS | $ | 26,108,681 | $ | 26,667,376 | ||||
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ (DEFICIT) EQUITY | ||||||||
Current liabilities | ||||||||
Accounts payable and accrued expenses | $ | 585,527 | $ | 288,837 | ||||
Franchise tax payable | 30,000 | 168,231 | ||||||
Income taxes payable | — | 336,733 | ||||||
Working capital loan – related party | 670,000 | 350,000 | ||||||
Total Liabilities | 1,285,527 | 1,143,801 | ||||||
Commitments and Contingencies | ||||||||
Class A common stock subject to possible redemption, 2,479,510 shares at a redemption value of $10.49 and $10.27 per share as of September 30, 2023 and December 31, 2022, respectively | 26,003,933 | 25,466,251 | ||||||
Stockholders’ (Deficit) Equity | ||||||||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of September 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 September 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 September 30, 2023 and December 31, 2022, respectively | — | 316 | ||||||
Additional paid-in capital | — | 384,496 | ||||||
Accumulated deficit | (1,181,095 | ) | (327,488 | ) | ||||
Total Stockholders’ (Deficit) Equity | (1,180,779 | ) | 57,324 | |||||
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ (DEFICIT) EQUITY | $ | 26,108,681 | $ | 26,667,376 | ||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2022 | 2021 | 2022 | 2021 | |||||||||||||
OPERATING EXPENSES | ||||||||||||||||
General and administrative | $ | 217,576 | $ | 47,744 | $ | 765,788 | $ | 57,362 | ||||||||
Franchise tax | 50,000 | — | 152,187 | — | ||||||||||||
Total operating expenses | (267,576 | ) | (47,744 | ) | (917,975 | ) | (57,362 | ) | ||||||||
OTHER INCOME (LOSS) | ||||||||||||||||
Interest income on investments held in Trust Account | 621,047 | — | 794,715 | 6 | ||||||||||||
Total other income (loss) | 621,047 | — | 794,715 | 6 | ||||||||||||
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES | 353,471 | (47,744 | ) | (123,260 | ) | (57,356 | ) | |||||||||
Provision for income taxes | (195,049 | ) | — | (209,462 | ) | — | ||||||||||
NET INCOME (LOSS) | $ | 158,422 | $ | (47,744 | ) | $ | (332,722 | ) | $ | (57,356 | ) | |||||
Weighted average shares outstanding of Class A common stock | 12,650,000 | — | 12,650,000 | — | ||||||||||||
Basic and diluted net loss per share, Class A | $ | 0.01 | — | $ | (0.02 | ) | — | |||||||||
Weighted average shares outstanding of common stock | 3,162,500 | 3,162,500 | 3,162,500 | 3,162,500 | ||||||||||||
Basic and diluted net loss per share, common stock | $ | 0.01 | $ | (0.02 | ) | $ | (0.02 | ) | $ | (0.02 | ) | |||||
Common stock | ||||||||||||||||||||||||||||
Class A | Common stock | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional P aid-inC apital | Accumulated D eficit | Total S tockholders’E quity | ||||||||||||||||||||||
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 | ||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | — | — | — | — | (404,994 | ) | — | (404,994 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 158,422 | 158,422 | |||||||||||||||||||||
Balance, September 30, 2022 (Unaudited) | — | $ | — | 3,162,500 | $ | 316 | $ | 1,216,341 | $ | (680,825 | ) | $ | 535,832 | |||||||||||||||
Common stock | ||||||||||||||||||||||||||||
Class A | Common stock | |||||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Additional P aid-inC apital | Accumulated D eficit | Total S tockholder’sE quity (D eficit) | ||||||||||||||||||||||
Balance, December 31, 2020 | — | $ | — | 3,162,500 | $ | 316 | $ | 24,684 | $ | (1,000 | ) | $ | 24,000 | |||||||||||||||
Net income | — | — | — | — | — | 3 | 3 | |||||||||||||||||||||
Balance, March 31, 2021 (Unaudited) | — | — | 3,162,500 | 316 | 24,684 | (997 | ) | 24,003 | ||||||||||||||||||||
Net loss | — | — | — | — | — | (9,615 | ) | (9,615 | ) | |||||||||||||||||||
Balance, June 30, 2021 (Unaudited) | — | — | 3,162,500 | 316 | 24,684 | (10,612 | ) | 14,388 | ||||||||||||||||||||
Net loss | — | — | — | — | — | (47,744 | ) | (47,744 | ) | |||||||||||||||||||
Balance, September 30, 2021 (Unaudited) | — | $ | — | 3,162,500 | $ | 316 | $ | 24,684 | $ | (58,356 | ) | $ | (33,356 | ) | ||||||||||||||
For the Three Months Ended September 30, | For the Nine Months Ended September 30, | |||||||||||||||
2023 | 2022 | 2023 | 2022 | |||||||||||||
OPERATING EXPENSES | ||||||||||||||||
General and administrative | $ | 351,171 | $ | 217,576 | $ | 1,247,918 | $ | 765,788 | ||||||||
Franchise tax | 50,000 | 50,000 | 152,187 | 152,187 | ||||||||||||
Total expenses | (401,171 | ) | (267,576 | ) | (1,400,105 | ) | (917,975 | ) | ||||||||
OTHER INCOME | ||||||||||||||||
Interest income – bank | 2,131 | — | 9,904 | — | ||||||||||||
Interest income on cash and investments held in Trust Account | 338,255 | 621,047 | 939,778 | 794,715 | ||||||||||||
Total other income | 340,386 | 621,047 | 949,682 | 794,715 | ||||||||||||
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | (60,785 | ) | 353,471 | (450,423 | ) | (123,260 | ) | |||||||||
Provision for income taxes | (60,981 | ) | (195,049 | ) | (167,474 | ) | (209,462 | ) | ||||||||
NET (LOSS) INCOME | $ | (121,766 | ) | $ | 158,422 | $ | (617,897 | ) | $ | (332,722 | ) | |||||
Weighted average shares outstanding of Class A common stock | 5,642,009 | 12,650,000 | 4,583,968 | 12,650,000 | ||||||||||||
Basic and diluted net (loss) income per share, Class A common stock | $ | (0.02 | ) | $ | 0.01 | $ | (0.11 | ) | $ | (0.02 | ) | |||||
Weighted average shares outstanding of common stock | 1 | 3,162,500 | 1,058,043 | 3,162,500 | ||||||||||||
Basic and diluted net (loss) income per share, common stock | $ | (0.00 | ) | $ | 0.01 | $ | (0.11 | ) | $ | (0.02 | ) | |||||
Common stock | Additional | Accumulated | Total | |||||||||||||||||||||||||
Class A | Common Stock | Paid-in | Deficit | Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | (Deficit) Equity | |||||||||||||||||||||||
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 | ) | |||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | — | — | — | — | — | (227,364 | ) | (227,364 | ) | |||||||||||||||||||
Net loss | — | — | — | — | — | (121,766 | ) | (121,766 | ) | |||||||||||||||||||
Balance, September 30, 2023 (Unaudited) | 3,162,499 | $ | 316 | 1 | $ | — | $ | — | $ | (1,181,095 | ) | $ | (1,180,779 | ) | ||||||||||||||
Common Stock | Additional | Total | ||||||||||||||||||||||||||
Class A | Common stock | Paid-in | Accumulated | Stockholders’ | ||||||||||||||||||||||||
Shares | Amount | Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||||||||
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 | ||||||||||||||||||||
Accretion of Class A common stock subject to possible redemption | — | — | — | — | (404,994 | ) | — | (404,994 | ) | |||||||||||||||||||
Net income | — | — | — | — | — | 158,422 | 158,422 | |||||||||||||||||||||
Balance, September 30, 2022 (Unaudited) | — | $ | — | 3,162,500 | $ | 316 | $ | 1,216,341 | $ | (680,825 | ) | $ | 535,832 | |||||||||||||||
For the Nine Months Ended September 30, | ||||||||||||||||
For the Nine Months Ended September 30, | 2023 | 2022 | ||||||||||||||
2022 | 2021 | |||||||||||||||
CASH FLOWS FROM OPERATING ACTIVITIES | ||||||||||||||||
Net loss | $ | (332,722 | ) | $ | (57,356 | ) | $ | (617,897 | ) | $ | (332,722 | ) | ||||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||||||||||
Interest income on investments held in Trust Account | (794,715 | ) | — | |||||||||||||
Interest income on cash and investments held in Trust Account | (939,778 | ) | (794,715 | ) | ||||||||||||
Deferred tax asset | 5,506 | — | ||||||||||||||
Changes in operating assets and liabilities: | ||||||||||||||||
Prepaid expenses and other assets | 276,899 | — | 276,987 | 276,899 | ||||||||||||
Due to affiliates | — | (20,000 | ) | |||||||||||||
Accounts payable and accrued expenses | 42,892 | 19,285 | 296,690 | 42,892 | ||||||||||||
Franchise tax payable | 92,875 | — | (138,231 | ) | 92,875 | |||||||||||
Due to affiliate | (20,000 | ) | — | |||||||||||||
Income taxes payable | 209,462 | (396,719 | ) | 209,462 | ||||||||||||
Net cash used in operating activities | (525,309 | ) | (38,071 | ) | (1,513,442 | ) | (525,309 | ) | ||||||||
CASH FLOWS FROM INVESTING ACTIVITIES | ||||||||||||||||
Cash withdrawn from Trust Account for tax purposes | 59,312 | — | 442,419 | 59,312 | ||||||||||||
Cash withdrawn from Trust Account in connection with redemption | 82,524 | — | ||||||||||||||
Investment in mutual funds | (52,581 | ) | — | |||||||||||||
Net cash provided by investing activities | 59,312 | — | 472,362 | 59,312 | ||||||||||||
CASH FLOWS FROM FINANCING ACTIVITIES | ||||||||||||||||
Payment of Deferred Offering Costs | — | (81,895 | ) | |||||||||||||
Proceeds from issuance of common stock to Sponsor | — | — | ||||||||||||||
Proceeds from notes payable—related party | — | 175,000 | ||||||||||||||
Proceeds from working capital loan - related party | 320,000 | — | ||||||||||||||
Redemption of common stock | (82,524 | ) | — | |||||||||||||
Net cash provided by financing activities | — | 93,105 | 237,476 | — | ||||||||||||
NET CHANGE IN CASH | (465,997 | ) | 55,034 | (803,604 | ) | (465,997 | ) | |||||||||
CASH, BEGINNING OF THE PERIOD | 670,998 | 25,000 | 815,608 | 670,998 | ||||||||||||
CASH, END OF THE PERIOD | $ | 205,001 | $ | 80,034 | $ | 12,004 | $ | 205,001 | ||||||||
Supplemental disclosure of noncash activities: | ||||||||||||||||
Payment of deferred offering costs by notes payable—related party | $ | — | $ | 27,295 | ||||||||||||
Supplement disclosure of noncash activities: | ||||||||||||||||
Cash paid for income taxes: | $ | 558,687 | — | |||||||||||||
Deferred offering costs included in accrued offering costs | $ | — | $ | 22,295 | ||||||||||||
Conversion of due to affiliate through issuance of Notes Payable | $ | — | $ | 25,000 | ||||||||||||
Gross proceeds | $ | 126,500,000 | ||
Less: | ||||
Proceeds allocated to Public Warrants | (8,420,695 | ) | ||
Class A common stock issuance costs | (245,233 | ) | ||
Plus: Accretion of carrying value to redemption value | 9,930,928 | |||
Class A common stock subject to possible redemption, December 31, 2021 | 127,765,000 | |||
Add: | ||||
Accretion of carrying value to redemption value | 404,994 | |||
Class A common stock subject to possible redemption, September 30, 2022 | $ | 128,169,994 | ||
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 | ||
Add: | ||||
Accretion of carrying value to redemption value | 227,364 | |||
Class A common stock subject to possible redemption, September 30, 2023 | $ | 26,003,933 | ||
For the Three Months Ended September 30, | ||||||||||||||||
2023 | 2022 | |||||||||||||||
Class A common stock | Common stock | Class A common stock | Common stock | |||||||||||||
Basic and diluted net (loss) income per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net (loss) income | $ | (120,257 | ) | $ | (1,509 | ) | $ | 126,738 | $ | 31,684 | ||||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding | 5,642,009 | — | 12,650,000 | 3,162,500 | ||||||||||||
Basic and diluted net (loss) income per share | $ | (0.02 | ) | $ | (0.00 | ) | $ | 0.01 | $ | 0.01 |
2022 | 2021 | |||||||||||||||
Class A Common Stock | Common stock | Class A Common Stock | Common Stock | |||||||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||
Numerator: | ||||||||||||||||
Allocation of net income (loss) | $ | 126,738 | $ | 31,684 | $ | — | $ | (47,744 | ) | |||||||
Denominator: | ||||||||||||||||
Weighted average shares outstanding | 12,650,000 | 3,162,500 | — | 3,162,500 | ||||||||||||
Basic and diluted net income (loss) per share | $ | 0.01 | $ | 0.01 | $ | — | $ | (0.02 | ) |
2022 | 2021 | For the Nine Months Ended September 30, | ||||||||||||||||||||||||||||||
Class A Common Stock | Common Stock | Class A Common Stock | Common Stock | 2023 | 2022 | |||||||||||||||||||||||||||
Basic and diluted net income (loss) per share: | ||||||||||||||||||||||||||||||||
Class A common stock | Common stock | Class A common stock | Common stock | |||||||||||||||||||||||||||||
Basic and diluted net loss per share: | ||||||||||||||||||||||||||||||||
Numerator: | ||||||||||||||||||||||||||||||||
Allocation of net income (loss) | $ | (266,178 | ) | $ | (66,544 | ) | $ | — | $ | (57,356 | ) | |||||||||||||||||||||
Allocation of net loss | $ | (386,779 | ) | $ | (231,118 | ) | $ | (266,178 | ) | $ | (66,544 | ) | ||||||||||||||||||||
Denominator: | ||||||||||||||||||||||||||||||||
Weighted average shares outstanding | 12,650,000 | 3,162,500 | — | 3,162,500 | 4,583,968 | 1,058,043 | 12,650,000 | 3,162,500 | ||||||||||||||||||||||||
Basic and diluted net income (loss) per share | $ | (0.02 | ) | $ | (0.02 | ) | $ | — | $ | (0.02 | ) | |||||||||||||||||||||
Basic and diluted net loss per share | $ | (0.11 | ) | $ | (0.11 | ) | $ | (0.02 | ) | $ | (0.02 | ) |
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 | $ | 128,507,233 | — | — |
Level | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Other Unobservable Inputs (Level 3) | 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 | $ | 127,771,830 | — | — | |||||||||||||||||||||||||||
U.S. Treasury securities | 1 | $ | 25,948,932 | — | — | |||||||||||||||||||||||||||
Investment in mutual funds | 1 | $ | 52,581 |
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 on July 20, 2020 as a Delaware corporation and formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar Business Combination with one or more businesses or IPO and the sale 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 September 30, 20222023 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 expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We expect to generate
For the three months ended September 30, 2023, we had a net loss of $121,766, which primarily consists of operating expenses of $351,171, Delaware franchise taxes of $50,000 and provision for income taxes $60,981, partially offset by net income from interest earned on cash and marketable securities held in the Trust Account of $338,255 and interest income from bank of $2,131.
For the nine months ended September 30, 2023, we had a net loss of $617,897, which primarily consists of operating expenses of $1,247,918, Delaware franchise taxes of $152,187 and provision for income taxes $167,474, partially offset by net income from interest earned on cash and marketable securities held in the Trust Account of $939,778 and interest income from bank of $9,904.
For the three months ended September 30, 2022, we had a net income of $158,422, which primarily consists of net income from interest earned on marketable securities held in the Trust Account of $621,047, partially offset by operating expenses of $217,576, Delaware franchise taxes of $50,000 and provision for income taxes $195,049.
For the nine months ended September 30, 2022, we had a net loss of $332,722, which primarily consists of operating expenses of $765,788, Delaware franchise taxes of $152,187, and provision for income taxes $209,462, partially offset by net income from interest earned on marketable securities held in the Trust Account of $794,715.
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Liquidity and Capital Resources
On October 29, 2021, we consummated the IPO of 11,000 units and on November 5, 2021 the underwriters fully exercised their over-allotment option for an additional 1,650,000 units, in each case, at $10.00 per unit, generating gross proceeds of $126,500,000. Simultaneously with the closing of the IPO, we consummated the sale of 2,210,667 private placement warrants to the sponsor at a price of $1.50 per warrant, generating gross proceeds of $3,316,000. In connection with the exercise of the Over-Allotment, our sponsor purchased an additional 110,000 private placement warrants at $1.50 per warrant for additional proceeds of $165,000.
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 Redeemable Class A Common Stock the right to redeem their shares. Holders of an aggregate 10,170,490 shares of Redeemable Class A Common Stock exercised their redemption rights and did not subsequently reverse that decision.
On October 26, 2023, the Company held a Special Meeting in lieu of an Annual Meeting of Stockholders (the “October Special Meeting”). At the Special Meeting stockholders voted on and approved an amendment (the “Second Extension Amendment”) to the Company’s amended and restated certificate of incorporation to which the Company can extend the date by which the Company must complete an initial business combination up to eight times on a monthly basis from October 30, 2023 to June 30, 2024. Also in connection with the October Special Meeting, the Company amended the Charter to eliminate the restriction on the Company’s ability to provide redemption rights unless, after giving effect to such redemptions, it would have net tangible assets of at least $5,000,001 upon consummation of such business combination. In connection with the approval of the Second Extension Amendment, the Company was required to give holders of its Redeemable Class A Common Stock the right to redeem their shares. Holders of an aggregate 355,677 shares of Redeemable Class A Common Stock exercised their redemption rights. For the nine months ended September 30, 20222023 and 2021,2022, cash used in operating activities was $1,513,441 and $525,309, and $38,071, respectively.
In connection with the Company’s assessment of going concern considerations in accordance with the authoritative guidance in Financial Accounting StandardStandards Board (“FASB”) Accounting Standards Update (“ASU”)
Off-Balance
We have no obligations, assets or liabilities, which would be considered
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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-allotmentover- allotment option was exercised in full) valued at $1.50 per warrant or $2,530,000. The warrants were issued$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. We have not identified the followingany critical accounting Policies:
Item 3. Quantitative and Qualitative Disclosures About Market Risk
As of September 30, 2022,2023, 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
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.
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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 was 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
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
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101.INS* | Inline XBRL Instance Document—the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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—The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
* | 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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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: November 8, | By: | /s/ Jonathan B. Siegel | ||||||
Name: | Jonathan B. Siegel | |||||||
Title: | Chief Executive Officer and Director (Principal Executive Officer) | |||||||
Date: November 8, | By: | /s/ Daniel E. Geffken | ||||||
Name: | Daniel E. Geffken | |||||||
Title: | Chief Financial Officer and Director (Principal Financial and Accounting Officer) |
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