UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

OPY ACQUISITION CORP. I

(Name of Registrant as Specified in its Charter)

Not applicable.

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

OPY ACQUISITION CORP. I

85 Broad Street

New York, New York 10004

NOTICE OF SPECIAL MEETING IN LIEU OF THE

2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER , 20222023

To the Stockholders of OPY Acquisition Corp. I:

You are cordially invited to attend the special meeting in lieu of the 2022 annual meeting (the “special meeting”) of stockholders of OPY Acquisition Corp. I (“OPY,” “Company,” “we,” “us” or “our”). The special meeting will be held at :     a.m._:00 _.m. Eastern Time on December     , 2022. Due to the COVID-19 pandemic,October __, 2023. OPY will be holding the special meeting as a virtual meeting via the following information:

OPY Meeting Information:

Meeting Date: , December     October , 20222023

Meeting Time: :    A.M.00 .m.

Special Meeting-meetingMeeting webpage (information, webcast, telephone access and replay):

https://www.cstproxy.com/opyacquisitioncorpi/    _

Telephone access (listen-only):

Within the U.S. and Canada:

1 800-        -        800-450-7155(toll-free)

Outside of the U.S. and Canada:

+1 -        -857-999-9155 (standard rates apply)

Conference ID: # to be held on October , 20222023

As discussed in the attached proxy statement, the purpose of the special meeting is to consider and vote upon the following proposals:

Each of the CharterExtension Amendment Proposal, Directorthe NTA Proposal and Adjournment Proposal areis more fully described in the accompanying proxy statement.

The purpose of the CharterExtension Amendment Proposal is to allow us more time to complete an initial business combination. Our initial public offering (“IPO”) prospectus and charter provideprovides that we have until 18 months from the closing of our IPO (April 29, 2023).October 30, 2023 to complete an initial business combination. While we are currently in discussions with respect to several business combination opportunities,one entity, the Board currently believesknows that there maywill not be sufficient time before April 29,October 30, 2023 to execute a business combination agreement and complete an initial business combination. Accordingly, the Board believes that in order to be able to consummate an initial business combination, we will need to extend the initial period of time thatdeadline by which we have to consummate an initial business

combination by amending the charter pursuant to an amendment (in the form set forth in Annex A of the accompanying proxy statement) as described in the CharterExtension Amendment Proposal (the “Charter Amendment”). In the event that we enter into a definitive agreement for an initial business combination prior to the special meeting, we will issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing the proposed business combination.

of the securityholders (e.g., 5% security holders) who sold such public shares; and (v) the number of shares of Class A common stock for which the Company has received redemption requests pursuant to its redemption offer.

The purpose of such share purchases and other transactions would be to increase the likelihood of otherwise limitinglimit the number of public shares electing to redeem.

If such transactions are effected, the consequence could be to cause the Charter Amendment Proposal to be effectuated in circumstances where such effectuation could not otherwise occur. Consistent with SEC guidance, purchases of shares by the persons described above would not be permitted to be voted for Charter Amendment Proposal at the Special Meeting and could decrease the chances that the Charter Amendment Proposal would be approved. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

The Company hereby represents that any Company securities purchased by the Sponsor,sponsor, our directors, officers, advisors or any of their respective affiliates in situations in which the tender offer rules restrictions on purchases would apply would not be voted in favor of approving the CharterExtension Amendment Proposal.

If the CharterExtension Amendment Proposal isand the NTA Proposal are put to a stockholder vote at the special meeting, regardless of whether public stockholders vote “FOR” or “AGAINST” the CharterExtension Amendment Proposal or the NTA Proposal at the special meeting, do not vote on the CharterExtension Amendment Proposal or the NTA Proposal at the special meeting, or do not instruct their broker or bank how to

the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

For all matters described in the accompanying proxy statement, other than the Director Proposal, the holders of a share of our Class A common stockpublic shares and our founders shares (together, the “common stock”) are entitled to one vote per share of common stock, and the holders of Class A common stock and founders shares vote together as a single class. For the Director Proposal, the charter provides that the holders of the founders shares have the exclusive right to elect, remove and replace any director of the Company and that the holders of Class A common stock have no right to vote on such matters. For the Director Proposal, the holder of each share of founders shares is entitled to one vote per share and the holders of founders shares vote separately as a single class.

OPY ACQUISITION CORP. I

85 Broad Street

New York, New York 10004

SPECIAL MEETING IN LIEU OF

2022 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON OCTOBER  , 20222023

PROXY STATEMENT

The special meeting in lieu of the 2022 annual meeting (the “special meeting”) of stockholders of OPY Acquisition Corp. I (“OPY,” “Company,” “we,” “us” or “our”) will be held at  :  a.m..m. Eastern Time on DecemberOctober  , 2022. Due to the COVID-19 pandemic, OPY2023. We will be holding the special meeting as a virtual meeting via the following information:

OPY Meeting Information:

Meeting Date:     , DecemberOctober  , 20222023

Meeting Time:  :    A.M.:00  .m.

Special Meeting-meetingMeeting webpage (information, webcast, telephone access and replay):

https://www.cstproxy.com/opyacquisitioncorpi/   

Telephone access (listen-only):

Within the U.S. and Canada:

1 800-        -        800-450-7155(toll-free)

Outside of the U.S. and Canada:

+1 -        -857-999-9155 (standard rates apply)

Conference ID:     # to be held on October  , 20222023

As discussed herein, the purpose of the special meeting is to consider and vote upon the following proposals:

The purpose of the CharterExtension Amendment Proposal is to allow us more time to complete an initial business combination. Our initial public offering (“IPO”) prospectus and charter provideprovided that we havehad until 18 months from the closing of our IPO (April 29, 2023) to complete an initial business combination. On December 20, 2022, stockholders approved an amendment to extend this deadline to October 30, 2023. While we are currently in discussionsnegotiations with respect to several business combination opportunities,one party, the Board currently believes that there maywill not be sufficient time before April 29,October 30, 2023 to execute the business combination agreement and complete an initial business combination. Accordingly, the Board believes that in order to be able to consummate an initial business combination, we will need to extend the initial period of time thatdeadline by which we have to consummate an initial business combination by amending the charter pursuant to an amendment (in the form set forth in Annex A of the accompanying proxy statement) as

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described in the CharterExtension Amendment Proposal (the “Charter“Extension Amendment”). In the event that we enter into a definitive agreement for an initial business combination prior to the special meeting, we will issue a press release and file a Form 8-K with the Securities and Exchange Commission announcing the proposed business combination.

If the Extension Amendment Proposal is approved and the Extension is implemented, OPY Acquisition LLC I (our “sponsor”) or its designee will deposit into the trust account established in connection with the IPO (the “Trust Account”) as a loan (a “Contribution,” and the sponsor or its designee making such Contribution, a “Contributor”), for each month of the Extension, an amount equal to the lesser of (i) $    or (ii) $    per public share multiplied by the number of public shares outstanding, for an aggregate deposit of up to $    if all monthly Extensions are exercised. Contributions will be made one business day following the public announcement by the Company disclosing that the Board has determined to extend the deadline by which the Company must consummate a Business Combination for an additional month (the “Contribution Date”). The Contributions will be evidenced by a non-interest bearing, unsecured promissory note to the Contributor (the “Contribution Note”) and will be repayable by the Company upon the earlier of the consummation of a Business Combination or the liquidation of the Company (the “Maturity Date”). If the Company does not consummate a Business Combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Extension Amendment Proposal and the implementation of the Extension. No Contribution will occur if the Extension Amendment Proposal is not approved or the Extension is not implemented. If the Company has consummated a Business Combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.

Pursuant to the charter, holders of shares of our Class A common stock, par value $0.0001 per share (such shares, “Class A common stock”), sold in the IPO (such holders, “public stockholders,” and such shares of Class A common stock, the “public shares”) are entitled to elect to have us redeem their public shares for their pro rata portion of the funds available in the Trust Account in connection with the approval of the Charter

deadline which is 5:00 p.m. on     December         , 20222023 (two business days prior to the special meeting) for the redemption to be valid.valid.

Assuming that the CharterExtension Amendment Proposal is submitted to a vote of stockholders at the special meeting and the CharterExtension Amendment Proposal is approved, we estimate that the per-share pro rata portion of the Trust Account to be used to redeem the public shares for which a redemption election has been made will be approximately $   , based on the approximate amount of $    million held in the Trust Account as of     , 2022.2023 less the interest income to be released to us to pay our income and franchise tax obligations. The closing price of our Class A common stock on     , 20222023 was $   . We cannot assure stockholders that they will be able to sell their shares of Class A common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in our securities when such stockholders wish to sell their shares.

meeting. On the record date, 15,812,500      shares of our common stock, including 12,650,000      public shares and 3,162,500 founder shares, were outstanding and entitled to vote. Our warrants do not have voting rights.

This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.

This proxy statement is dated October  , 20222023 and is first being mailed to stockholders on or about that date.

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annex to this proxy statement.

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FORWARD LOOKING STATEMENTS

This proxy statement and the documents to which we refer you in this proxy statement contain “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995 and the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate an initial business combination, and any other statements that are not statements of current or historical facts. These forward-looking statements are based on information available to us as of the date of the proxy materials and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date and we undertake no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

You should carefully consider these risks, in addition to the risk factors set forth in our other filings with the SEC, including the final prospectus related to the IPO dated October 26, 2021 (Registration No. 333-260171) and our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022. The documents we file with the SEC, including those referred to above, discuss some of the risks that could cause actual results to differ from those contained or implied in the forward-looking statements. See “Where You Can Find More Information” for additional information about our filings.

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RISK FACTORS

You should consider carefully all of the risks described in our Annual Report on Form 10-K, filed with the SEC on March 2, 2022, our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2022,2023 and June 30, 2022 and September 30, 2022023 and in the other reports we file with the SEC before making a decision to invest in our securities. Furthermore, if any of the following events occur, our business, financial condition and operating results may be materially adversely affected or we could face liquidation. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. The risks and uncertainties described in the aforementioned filings and below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition and operating results or result in our liquidation.

There are no assurances that approving the CharterExtension Amendment Proposal will enable us to complete an initial business combination.

Approving the CharterExtension Amendment Proposal involves a number of risks. Even if the CharterExtension Amendment Proposal is approved, we can provide no assurances that an initial business combination will be consummated prior to the New Termination Date. Our ability to consummate an initial business combination is dependent on a variety of factors, many of which are beyond our control. We are required to offer public stockholders the opportunity to elect to have us redeem their public shares in connection with the approval of the CharterExtension Amendment Proposal, and, if the CharterExtension Amendment Proposal is approved by our stockholders at the special meeting, we will be required to offer our remaining public stockholders the opportunity to elect to have us redeem their public shares again in connection with any stockholder vote to approve the initial business combination.

In order to be able to consummate an initial business combination by the New Termination Date, we believe that we will need the Minimum Trust Account Balance to remain in the Trust Account after giving effect to redemption elections in connection with the approval of the Charter Amendment Proposal. Accordingly, if enough public stockholders elect to have us redeem their public shares in connection with the approval of the Charter Amendment Proposal such that we believe that the Minimum Trust Account Balance will not be achieved after giving effect to such redemption elections, we may not submit the Charter Amendment Proposal to a vote of our stockholders at the special meeting even if we hold a sufficient number of proxies to approve the Charter Amendment Proposal. Even if the CharterExtension Amendment Proposal is submitted for a vote of stockholders at the special meeting, the amount of cash remaining in the Trust Account could be insufficient to consummate an initial business combination on commercially acceptable terms, or at all. The fact that we will have separate redemption periods in connection with the approval of the CharterExtension Amendment Proposal and any submission of a proposed initial business combination to stockholders for a vote could exacerbate these risks. Other than in connection with redemptions effected pursuant to the charter, our stockholders may be unable to recover their investment except through sales of our shares on the open market. The price of our shares may be volatile, and there can be no assurance that stockholders will be able to dispose of our shares at favorable prices, or at all.

The SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete an initial business combination.

On March 30, 2022, the SEC issued proposed rules (the “SPAC Rule Proposals”) relating, among other items, to disclosures in business combination transactions between special purpose acquisition companies (“SPACs”) such as us and private operating companies; the condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in

If we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate. To avoid that result, on or shortly prior to the 24-month anniversary of the effective date of the IPO Registration Statement, or at such earlier time as may be required by law or regulation, or that we determine in our discretion is advisable to avoid such a result, we will liquidate the securities held in the Trust Account and instead hold all funds in the Trust Account in cash. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount that our public stockholders would receive upon any redemption or liquidation of the Company.

On March 30, 2022, the SEC issued the SPAC Rule Proposals relating, among other matters, to the circumstances in which SPACs such as us could potentially be deemed to be an “investment company” under, and consequently subject to registration under, the Investment Company Act of 1940, as amended (the “Investment Company Act”) and the regulations thereunder. The SPAC Rule Proposals would provide a safe harbor for such companies from the definition of “investment company” under Section 3(a)(1)(A) of the Investment Company Act, provided that a SPAC satisfies certain criteria. To comply with the duration limitation of the proposed safe harbor, a SPAC would have a limited time period to announce and complete a de-SPAC transaction. Specifically, to comply with the safe harbor, the SPAC Rule Proposals would require a company to file a report on Form 8-K announcing that it has entered into an agreement with a target company for an initial business combination no later than 18 months after the effective date of its registration statement for its initial public offering (the “IPO Registration Statement”). The company would then be required to complete its initial business combination no later than 24 months after the effective date of the IPO Registration Statement.

There is currently uncertainty concerning the applicability of the Investment Company Act to a SPAC, including a company like ours. If we were deemed to be an investment company for purposes of the Investment Company Act, we might be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. If we are required to liquidate, our investors would not be able to realize the benefits of owning stock in a successor operating business, including the potential appreciation in the value of our common stock and warrants following such a transaction, and our warrants would expire worthless.

The funds in the Trust Account have, since our IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of us being deemed to have been operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act of 1940, as amended), we will, on or prior to the 24-month anniversary of the effective date of IPO Registration Statement (or at such earlier time as discussed below), instruct Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations and money market funds (in each case, to the extent they exist) held in the Trust Account and thereafter to hold all funds in the Trust Account in cash or interest-bearing deposits until the earlier of consummation of our initial business combination or liquidation. As a result, following such liquidation, we will likely receive minimal interest, if any, on the funds held in the Trust Account, which would reduce the dollar amount our public stockholders would receive upon any redemption or liquidation of the Company.

As a result, if we were deemed to be an investment company under the Investment Company Act, we would expect to abandon our efforts to complete an initial business combination and liquidate the Trust Account. If we are required to do so, stockholders would no longer be able to receive any potential gain from an future initial business combination and their warrants would expire worthless.

In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

To that end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the Trust Agreement, the Trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term, we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act although there can be no assurance that the SEC will not take a different position as the SEC has indicated that it has serious questions concerning the applicability of the Investment Company Act to SPACs.

As a SPAC, we were formed for the sole purpose of completing an initial business combination. The longer that the funds in the Trust Account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, even prior to the 24-month anniversary of our IPO, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate. Accordingly, we will liquidate the securities held in the Trust Account prior to the end of the 24-month period after the effective date of our IPO registration statement, or October 29, 2023, and instead hold all funds in the Trust Account in cash or in an interest bearing bank account, which may reduce the dollar amount our public stockholders would receive upon any redemption or liquidation. Further, if we do not invest the proceeds held in the Trust Account as discussed above, we may be deemed to be subject to the Investment Company Act, and the loss you may suffer as a result of being deemed subject to the Investment Company Act may be greater than if we liquidated the securities held in the Trust Account and instead held such funds in cash or in an interest bearing bank account.

We do not believe that our principal activities will subject us to regulation under the Investment Company Act. However, if we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete the Business Combination. In such circumstances, we would expect to abandon our efforts to complete the Business Combination and liquidate the Trust Account. If we are unable to complete our initial business combination within the required time period and are required to liquidate the Trust Account, our public stockholders may receive only approximately $10.36 per share (based on the amount in the Trust Account as of June 30, 2023), or less in certain circumstances, on the liquidation of our Trust Account, and our warrants will expire worthless. If we are required to liquidate, you may lose all or part of your investment in the Company and our investors would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our shares and warrants following such a transaction, and our warrants would expire and become worthless.

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In order to mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we will, prior to the end of the 24-month period after the effective date of our IPO registration statement, or October 26, 2023, instruct the Trustee to hold all funds in the Trust Account in cash or in an interest bearing bank account until the earlier of the consummation of the Business Combination or our liquidation. Any decision to hold all funds in the Trust Account in cash or in an interest bearing bank account may reduce the amount our public stockholders would receive upon any redemption or liquidation.

While the funds in our Trust Account may only be invested 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, we will, prior to the end of the 24-month period after the effective date of our IPO registration statement, or October 26, 2023, instruct the Trustee to hold all funds in the Trust Account in cash or in an interest bearing bank account until the earlier of the consummation of the Business Combination or our liquidation in order to mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act. Any decision to hold all funds in the Trust Account in cash or in an interest bearing bank account, combined with any permitted withdrawals of interest held in the Trust Account to pay our taxes, may reduce the effective yield on the amounts in the Trust Account and the amount our public stockholders would receive upon any redemption or liquidation.

The Company may be affected by the Excise Tax included in the Inflation Reduction Act of 2022.

On August 16, 2022, President Biden signed into law the Inflation Reduction Act of 2022 (the “IR Act”“IR Act”) was signed into federal law, which, provides for, among other things, imposes a 1% excise tax on any publicly traded domestic corporation that repurchases its stock after December 31, 2022 (the “Excise Tax”). The Excise Tax is imposed on the fair market value of the repurchased stock, repurchased by a U.S. corporation beginning in 2023, subject towith certain exceptions. The excise tax is imposedBecause we are a Delaware corporation and our securities are trading on Nasdaq, we will be a “covered corporation” within the repurchasing corporation itself,meaning of the IR Act. While not its stockholdersfree from which shares are repurchased. Thedoubt, absent any further guidance from the U.S. Department of the Treasury (the “Treasury”), which has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. It is unclear at this time how and to what extent it will apply to SPAC redemptions and liquidations, but since we are a publicly listed Delaware corporation, we are a “covered corporation” withinExcise Tax, the meaning of the IR Act. Consequently, our Board believes that, absent additional guidance and unless an exception is available, there is a significant risk that this excise tax willExcise Tax may apply to any redemptions of our public sharescommon stock after December 31, 2022, including redemptions made if we are unable to consummatein connection with an initial business combination, extension vote or otherwise, unless an exemption is available. The Excise Tax would be payable by or before April 29, 2023the Company and not by the redeeming holders. Generally, issuances of securities by us in connection with an initial business combination transaction (including any PIPE transaction at the time of an initial business combination), as providedwell as any other issuances of securities not in connection with our initial business combination, would be expected to reduce the amount of the Excise Tax in connection with redemptions occurring in the charter.same calendar year, but the number of securities redeemed may exceed the number of securities issued.

Whether and to what extent the Company would be subject to the Excise Tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the business combination, extension vote or otherwise, (ii) the structure of a business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a business combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a business combination) and (iv) the content of regulations and other guidance from the Treasury. Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Finally, based on recently issued interim guidance from the Internal Revenue Service and Treasury in Notice 2023-2, subject to certain exceptions, the Excise Tax should not apply in the event of our liquidation.

We may not be able to complete an initial business combination with certain potential target companies if a proposed transaction with the target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations.

Certain acquisitions or business combinations may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations. In the event that such regulatory approval or clearance is not

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obtained, or the review process is extended beyond the period of time that would permit an initial business combination to be consummated with us, we may not be able to consummate an initial business combination with such target.

For example, among other things, the U.S. Federal Communications Act prohibits foreign individuals, governments, and corporations from owning more than a specified percentage of the capital stock of a broadcast, common carrier, or aeronautical radio station licensee. In addition, U.S. law currently restricts foreign ownership of U.S. airlines. In the United States, certain mergers that may affect competition may require certain filings and review by the Department of Justice and the Federal Trade Commission, and investments or acquisitions that may affect national security are subject to review by the Committee on Foreign Investment in the United States (“CFIUS”). CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States.

Outside the United States, laws or regulations may affect our ability to consummate an initial business combination with potential target companies incorporated or having business operations in jurisdiction where national security considerations, involvement in regulated industries (including telecommunications), or in businesses relating to a country’s culture or heritage may be implicated.

U.S. and foreign regulators generally have the power to deny the ability of the parties to consummate a transaction or to condition approval of a transaction on specified terms and conditions, which may not be acceptable to us or a target. In such event, we may not be able to consummate a transaction with that potential target.

requisite time period may require us to liquidate. If we liquidate, our public stockholders may only receive $10.10 per share, and our warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a potential initial business combination and the chance of realizing future gains on your investment through any price appreciation in the combined company.

RedemptionsPotential differing interests with other businesses of Oppenheimer & Co. or Oppenheimer clients could negatively impact the performance of an investment in connectionus.

Our sponsor is an affiliate of Oppenheimer & Co. Inc. (“Oppenheimer”). In addition, Jonathan B. Fassberg, a director, and Michael A. Margolis, our special advisor, are currently associated with Oppenheimer and are not independent of Oppenheimer (although there is no assurance that either of them will remain associated with Oppenheimer). Oppenheimer also served as underwriter for our initial public offering. There are significant differing interests among our management team, our directors, and our sponsor and its affiliates that could negatively impact the performance of an investment in us.

Oppenheimer, including its affiliates and personnel, is a worldwide, full-service investment banking, broker-dealer, asset management and financial services organization and a major participant in global financial markets. As such, Oppenheimer provides a wide range of financial services to a substantial and diversified client base that includes corporations, financial institutions, governments and high net-worth individuals. Oppenheimer acts as an investment banker, research provider, investment adviser, financier, adviser, market maker, derivatives dealer, lender, counterparty, agent, principal and investor. In those and other capacities, Oppenheimer advises clients in all major markets and purchases, sells, holds and recommends a broad array of investments, including securities, derivatives, loans, commodities, currencies, indices, baskets and other financial instruments and products, for its own account and for the accounts of clients, through client accounts and the relationships and products it sponsors, manages and advises. Oppenheimer has direct and indirect interests in the global fixed income, currency, commodity, equities, bank loan and other markets, and the securities and issuers, in which we may directly and indirectly invest. Oppenheimer’s sponsorship of our company, its provision of services both to us (including as a financial advisor) and to third-party clients, as well as from actions undertaken by Oppenheimer for its own account will present it with differing interests. In performing services for other clients and also when acting for its own account, Oppenheimer may take commercial steps which may have an adverse effect on us. Any of Oppenheimer’s financial market activities may, individually or in the aggregate, have an adverse effect on us, and the interests of Oppenheimer or its clients or counterparties may at times be adverse to ours. Neither we nor Oppenheimer can assure anyone that any particular differing interest will be resolved to our or your benefit.

We are not in compliance with the Charter Amendment Proposalcontinued listing standards of the Nasdaq Global Market and there can be no assurance we will reduce our trust account balance which may make us less attractive to potential targets.achieve compliance.

We are requiredOn September 12, 2023, we received a letter (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company was not in compliance with Listing Rule 5450(a)(2), which requires the Company to provide public holdershave at least 400 shareholders for continued listing on the Nasdaq Global Market (the “Minimum Total Holders Rule”). The Notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of the Company’s securities on the Nasdaq Global Market.

The Notice states that the Company has 45 calendar days to submit a plan to regain compliance with the rightMinimum Total Holders Rule. The Company intends to redeem their public shares in connectionsubmit a plan to regain compliance with the Charter Amendment Proposal. Although weMinimum Total Holders Rule within the required timeframe. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance with the Minimum Total Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have not yet entered intothe opportunity to appeal the decision in front of a Nasdaq Hearings Panel.

While the Company believes it can submit a plan that will result in an agreement with respect toextension, there can be no assurance that such plan will be accepted or, if accepted, that an initial business combination, we believe that we will needBusiness Combination can be completed prior to retain at least $30 million in the Trust Account to permit us to complete an initial business combination. Ifexpiration of the Trust Account balance is below this level, we may proceed to effect the Charter Amendment. Even if we retain the Minimum Trust Account Balance in the Trust Account after redemptions, in connection with a vote on an initial business combination, we will be required to again give our remaining stockholders the option to redeem any public shares that remain outstanding. As such, it is possible that some potential targets may deem us a less attractive partner with which to consummate a business combination.180 day period.

24

BACKGROUND

OPY

We are a blank check company incorporated on July 20, 2020 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. We intend to effectuate our initial business combination (the “Business Combination”) using cash from the proceeds of the IPO and the private placement of the private placement warrants, our capital stock, debt or a combination of cash, stock and debt.

Our registration statement for the IPO was declared effective on October 26, 2021. On October 29, 2021, OPY consummated its initial public offering (the “IPO”) of 11,000,000 units (the “Units”), each Unit consisting of one share of Class A common stock of the Company, par value $0.0001 per share and one-half of one redeemable warrant to purchase one share of Class A common stock for $11.50 (“Warrant”). Simultaneously with the consummation of the IPO, we consummated the private placement (“Private Placement”) with OPY Acquisition LLC I ( the “Sponsor”“sponsor”) of 2,100,667 warrants (the “Private Warrants”) at a price of $1.50 per Private Warrant, generating total proceeds of $3,151,000. The Private Warrants are identical to the Warrants underlying the Units sold in the IPO except that subject to certain limited exceptions including the Common Stock issuable upon exercise of the Private Warrants, will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination.

In connection with the IPO, the Company granted the underwriters the option to purchase an additional 1,650,000 Units (the “Over Allotment Option”). The underwriters opted to exercise the Over-Allotment Option in full and the sale of the additional Units closed on November 5, 2021 resulting in gross proceeds of $16,500,000. In connection with the closing of the Over-Allotment Option, the sponsor purchased an additional 110,000 Private Placement Warrants at $1.50 for total proceeds from the Private Placement of $165,000.

As of November 5, 2021, a total of $127,765,000 of the net proceeds from the IPO, the Private Placements and the Over-Allotment Option were deposited in a trust account established for the benefit of the Company’s public stockholders.

The Units began trading on October 27, 2021 on the Nasdaq Global Market (the “Nasdaq”) under the symbol “OHAAU.” Commencing on December 20, 2021, the shares of Class A common stock and warrants comprising the Units began separate trading on the Nasdaq under the symbols “OHAA” and “OHAAW,” respectively. Those Units not separated continue to trade on the Nasdaq under the symbol “OHAAU.”

Our initial stockholders currently hold 3,162,500 founder shares. The founder shares will automatically convert into shares of our Class A common stock on the first business day following the completion of our initial business combination. Prior to our initial business combination, only holders of founder shares will be entitled to vote on the election of directors.

Upon the closing of the IPO, the Private Placement and the Over-Allotment Option, $127,765,000 ($10.10 per Unit) of the net proceeds of the sale of the Units in the IPO and of the Private Placement Warrants in the Private Placement were placed in the Trust Account with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of an initial business combination and (ii) the distribution of the Trust Account as described below.

The Company and the underwriters also entered into a business combination marketing agreement pursuant to which the Company agreed to pay the underwriters a fee of $4,427,500 upon consummation of an initial business combination.

and relationships, or through financial advisors and other deal referral sources. We conducted due diligence to varying degrees on such prospective targets, including review of such businesses’ management, business model, competitive landscape, and certain financials, in each case, to the extent available. We held approximately         management meetings and ultimately submitted         transaction proposals. The sponsor convened its investment team on a biweekly basis to review these opportunities in detail. Following such reviews and discussions, and at various points in time, we discontinued our review of certain targets for one or various reasons, often pertaining to a target’s insufficient fit relative to our target economic attributes.

We are currently in discussionsnegotiations with multiple targetsone company to complete an initial business combination that would qualify as an initial business combination under the charter. In the event that we enter into a definitive agreement for an initial business combination prior to the special meeting, we will issue a press release and file a Form 8-K with the SEC announcing the proposed business combination.

You are not being asked to vote on an initial business combination at this time. If the CharterExtension Amendment Proposal is submitted to a vote of stockholders at the special meeting and approved, the charter amendment is implemented and you have not elected to have your public shares redeemed in connection with the approval of the CharterExtension Amendment Proposal or the NTA Proposal, you will retain the right to vote on any proposed initial business combination if and when it is submitted to stockholders and the right to elect to have your public shares redeemed for a pro rata portion of the Trust Account in the event such initial business combination is approved and completed or we have not consummated an initial business combination by the New Termination Date.

26

THE SPECIAL MEETING

The Special Meeting

Date and Time. The special meeting in lieu of the 2022 annual meeting of our stockholders will be held on , 2022October __, 2023 at :     a.m._:00 _.m., local time. The special meeting will be conducted virtually. Stockholders may access the meeting as follows:

Special Meeting-meetingMeeting webpage (information, webcast, telephone access and replay):

https://www.cstproxy.com/opyacquisitioncorpi/   

Telephone access (listen-only):

Within the U.S. and Canada:

1 800-        -            800-450-7155(toll-free)

Outside of the U.S. and Canada:

+1 -        -857-999-9155 (standard rates apply)

Conference ID:    # to be held on October  , 20222023

Voting Power; Record Date. You will be entitled to vote or direct votes to be cast at the special meeting, if you owned shares of our common stock at the close of business on    , 2022,2023, the record date for the special meeting. You will have one vote per proposal for each share you owned at that time other than the DirectorNTA Proposal, on which only founder shares are entitled to vote. Our warrants do not carry voting rights.

Votes Required. For all matters described in this proxy statement, other than the Director Proposal, the holders of a share of our Class A common stockpublic shares and our founders shares are entitled to one vote per share of common stock and the holders of Class A common stock and founders shares vote together as a single class. For the Director Proposal, the charter provides that the holders of the founders shares have the exclusive right to elect, remove and replace any director of the Company and that the holders of Class A common stock have no right to vote on such matters. For the Director Proposal, the holder of each share of founders shares is entitled to one vote per share and the holders of founders shares vote separately as a single class.

The affirmative vote of the holders of at least a majority of all then outstanding shares of our common stock entitled to vote thereon at the special meeting is required to approve the CharterExtension Amendment Proposal a plurality of votes cast byand the holders of shares of founders shares present at the special meeting (in person or by proxy) and entitled to vote thereon at the special meeting is required for the re-election of the five directors pursuant to the DirectorNTA Proposal and the affirmative vote of at least a majority of the votes cast by the holders of shares of our common stock present at the special meeting (in person or by proxy) and entitled to vote thereon at the special meeting is required to approve the Adjournment Proposal. If you do not vote (i.e., you “abstain” from voting on the relevant proposal), your action will have the effect of a vote against the CharterExtension Amendment Proposal and the NTA Proposal and no effect on either the Director Proposal or the Adjournment Proposal. Likewise, abstentions and broker non-votes will have the effect of a vote against the CharterExtension Amendment Proposal and the NTA Proposal and no effect on either of the Director Proposal or the Adjournment Proposal.

At the close of business on the record date, there were     15,812,500 outstanding shares of our common stock, including 12,650,000     public shares and 3,162,500 founder shares, each of which entitles its holder to cast one vote per proposal (other than the Director Proposal, on which only founder shares are entitled to vote).proposal.

If you do not want the CharterExtension Amendment Proposal or the NTA Proposal approved, you should vote against, abstain from voting or refrain from voting on the CharterExtension Amendment Proposal or the NTA Proposal. If you want to have your public shares redeemed out of the Trust Account in the event the CharterExtension Amendment Proposal and the NTA Proposal is approved, which will be paid shortly after the special meeting, you must demand redemption of your shares as described in this proxy statement. Holders of public shares may elect to have their public shares redeemed regardless of whether they vote for or against, abstain from voting on or do not vote on the CharterExtension Amendment Proposal or the NTA Proposal.

by them in connection with their services, all of which will be paid by us. In addition, our officers and directors may solicit proxies by mail (including e-mail), telephone, facsimile, and personal interview, for which no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. We will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be sent to stockholders in connection with this solicitation. We may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending proxies and proxy material to the beneficial owners of our shares.

28

THE CHARTEREXTENSION AMENDMENT PROPOSAL

CharterExtension Amendment Proposal

We are proposing to amend the charter to extend the initial datedeadline by which we have to consummate an initial business combination on a monthly basis up to eight times from April 29,October 30, 2023 to the New Termination Date.

The purpose of the CharterExtension Amendment Proposal is to allow us more time to complete an initial business combination. Stockholder approval of the CharterExtension Amendment Proposal is required for the implementation of the New Termination Date.

If the CharterExtension Amendment Proposal is approved and the Extension is implemented, the Sponsor or its designee will deposit into the trust account established in connection with the IPO (the “Trust Account”)as a loan (a “Contribution,” and the Sponsor or its designee making such Contribution, a “Contributor”), for each month of the Extension, an amount equal to the lesser of (i) $    or (ii) $    per public share multiplied by the number of public shares outstanding, for an aggregate deposit of up to $    if all monthly Extensions are exercised. Contributions will be made one business day following the public announcement by the Company disclosing that the Board has determined to extend the deadline by which the Company must consummate a Business Combination for an additional month (the “Contribution Date”). The Contributions will be evidenced by a non-interest bearing, unsecured promissory note to the Contributor (the “Contribution Note”) and will be repayable by the Company upon the earlier of the consummation of a Business Combination or the liquidation of the Company (the “Maturity Date”). If the Company does not consummate a Business Combination by the Extended Date, any such promissory notes will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the Extension Amendment Proposal and the implementation of the Extension. No Contribution will occur if the Extension Amendment Proposal is not approved or the Extension is not implemented. If the Company has consummated a Business Combination or announced its intention to

If the Extension Amendment Proposal is not approved and we have not consummated an initial business combination by April 29,October 30, 2023, the charter requires us to (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 us to pay our taxes (which may include the 1% excise tax, if applicable, pursuant to the IR Act ) (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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and the Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. If we dissolve and liquidate, there will be no distribution from the Trust Account with respect to our warrants which will expire worthless.

A copy of the proposed amendment to the charter is attached to this proxy statement as Annex A (the charter amendment).

Reasons for the CharterExtension Amendment Proposal

Our IPO prospectus and charter provideprovided that we havehad until April 29, 2023 to consummate an initial business combination. On December 20, 2022, OPY stockholders approved an amendment to the charter to extend this deadline to October 30, 2023. While we are currently in discussionsnegotiations with respect to several business combination opportunities, the Board currently believes thatone entity, there will not be sufficient time before April 29,October 30, 2023 to complete an initial business combination.

29

Pursuant to the charter, public stockholders are entitled to elect to have us redeem their public shares for their pro rata portion of the funds available in the Trust Account in connection with the approval of the CharterExtension Amendment Proposal. However, in order to be able to consummate an initial business combination by the New Termination Date, we believe that we will need the Minimum Trust Balance to remain in the Trust Account after giving effect to redemption elections in connection with the approval of the Charter Amendment Proposal. Accordingly, if enough public stockholders elect to have us redeem their public shares in connection with the approval of the Charter Amendment Proposal such that we believe that the Minimum Trust Account Balance will not be achieved after giving effect to such redemption elections, we may decide to not submit the Charter Amendment Proposal to a vote of our stockholders at the special meeting.

If the CharterExtension Amendment Proposal Is Not Approved

Assuming that the CharterExtension Amendment Proposal is submitted to a vote of stockholders at the special meeting, but the CharterExtension Amendment Proposal is not approved, and we have not consummated an initial business combination by April 29,October 30, 2023, the charter requires us to (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

If the CharterExtension Amendment Proposal is submitted to a vote of stockholders at the special meeting and the stockholders approve the CharterExtension Amendment Proposal and we file the charter amendment with the Secretary of State of the State of Delaware, but we do not consummate an initial business combination by the New Termination Date, the charter requires us to (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 us to pay our 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 liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably

Custodian) system. If you hold your public shares in street name, you will need to instruct your bank, broker or other nominee to withdraw such shares from your account in order to exercise your redemption rights. The requirement for physical or electronic delivery at least two business days prior to the special meeting ensures that

Our directors, executive officers and their respective affiliates are not entitled to elect to have their founder shares redeemed in connection with the approval of the CharterExtension Amendment Proposal. Our directors, executive officers and their respective affiliates are entitled to elect to have any shares of Class A common stock purchased in the IPO or in the open market redeemed in connection with the approval of the CharterExtension Amendment Proposal.

In addition, our directors, executive officers and their affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the CharterExtension Amendment Proposal and/or elected to have their public shares redeemed by us in connection with the approval of the CharterExtension Amendment Proposal for a portion of the Trust Account. Any shares of our common stock held by affiliates will be voted in favor of the CharterExtension Amendment Proposal.

Consequences if the CharterExtension Amendment Proposal Is Not Approved

If, based upon the tabulated vote at the time of the special meeting, there are insufficient votes of the holders of our common stock to approve the CharterExtension Amendment Proposal, the chairman of the special meeting may put the Adjournment Proposal to a vote in order to seek additional time to obtain sufficient votes of the holder of our common stock in support of the CharterExtension Amendment Proposal. If the Adjournment Proposal is not approved by the requisite holders of our common stock, the chairman of the special meeting is empowered by our bylaws to adjourn the special meeting to a later date or dates in the event that there are insufficient votes of the holders of our common stock at the time of the special meeting to approve the CharterExtension Amendment Proposal.

If the CharterExtension Amendment Proposal is not approved at the special meeting or at any adjournment thereof or the charter amendment contemplated thereby is not implemented, and an initial business combination is not completed on or before April 29,October 30, 2023, then as contemplated by and in accordance with the Trust Agreement, Continental has agreed that it will commence liquidation of the Trust Account only and promptly (x) after its receipt of the applicable instruction letter delivered by us in connection with our inability to effect an initial business combination within the time frame specified in the charter or (y) upon the date that is the later of April 7,October 30, 2023 and such later date as may be approved by our stockholders in accordance with the charter, if the aforementioned termination letter has not been received by Continental prior to such date.

The Board’s Reasons for the CharterExtension Amendment Proposal and Its Recommendation

As discussed below, after careful consideration of all relevant factors, the Board has determined that the CharterExtension Amendment Proposal is fair to, and in the best interests of, us and our stockholders. The Board has approved and declared advisable adoption of the CharterExtension Amendment Proposal, and recommends that you vote “FOR” such adoption. The Board expresses no opinion as to whether you should redeem your public shares.

While we are currently in discussionsnegotiations with respect to several initial business combination opportunities,one entity, we have not yet executed a definitive agreement for an initial business combination andcombination. As such, we dowould not expect to be able to consummate such an initial business combination by April 29,October 30, 2023. We are asking for an extension of this timeframe in order to complete an initial business combination.

The affirmative vote of the holders of at least a majority of all then outstanding shares of our common stock entitled to vote is required to extend our corporate existence, except in connection with, and effective upon

Recommendation of the Board

The Board recommends that you vote “FOR” the CharterExtension Amendment Proposal. The Board expresses no opinion as to whether you should redeem your public shares.

35

THE DIRECTORNTA PROPOSAL

OurWe are proposing to amend the charter in the form set forth in paragraphs 5, 6, 7 and 8 of Annex A attached to this Proxy Statement to eliminate from the charter the Redemption Limitation in order to allow the Company to redeem public shares irrespective of whether such redemption would exceed the Redemption Limitation.

Reasons for the NTA Proposal

The Board consistsbelieves the opportunity to complete an Initial Business Combination is in the best interests of five members, eachthe Company and its stockholders. The purpose of whom serves for a one-year term. Atsuch limitation was initially to ensure that, in connection with the special meeting, stockholders are being askedCompany’s Initial Business Combination and certain other events, the Company would continue, as we have since our IPO, to re-elect all five directorsbe not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with the NTA Rule. The NTA Rule is one of several exclusions from the “penny stock” rules of the SEC and we believe that we may rely on another exclusion, which relates to the Company being listed on the Nasdaq Stock Market (Rule 3a51-1(a)(2)) (the “Exchange Rule”). Therefore, the Company believes that the Redemption Limitation is not needed and intends to rely on the Exchange Rule to not be deemed a penny stock issuer.

If the NTA Proposal is not approved and there are significant requests for redemption at the time of our Initial Business Combination such that the Company’s net tangible assets would be less than $5,000,001 upon the completion thereof, the charter could prevent the Company from completing the business combination even if all other conditions to closing are met.

We may decide to abandon either of the charter Proposals at any time and for any reason prior to filing the Extension Amendment or the Redemption Limitation Amendment with the Secretary of State of the State of Delaware.

If the NTA Proposal is Not Approved

If the NTA Proposal is not approved, we will not redeem public shares to the extent that accepting all properly submitted redemption requests would exceed the Redemption Limitation. In the event that the NTA Proposal is not approved, and we receive notice of redemptions of public shares approaching or in excess of the Redemption Limitation, we and/or our Sponsor may take action to increase our net tangible assets to avoid exceeding the Redemption Limitation, which may include, at our and our Sponsor’s option and in our and its sole discretion, any, several or all of the following actions: (a) attempting to secure waivers of certain of our significant liabilities, including the deferred underwriting fees, and (b) entering into non-redemption agreements with certain of our significant stockholders. If the NTA Proposal is not approved and the Redemption Limitation is exceeded, either because we do not take action to increase our net tangible assets or because our attempt to do so is not successful, then we will not proceed with the Second Extension and we will not redeem any public shares. In such case, public shares which a public stockholder elects to redeem but which are not redeemed shall be returned to such public stockholder or such public stockholder’s account and such public stockholder will retain the right to have their public shares redeemed for cash if the Company has not completed an initial business combination by the Extended Date.

If the NTA Proposal is Approved

If the NTA Proposal is approved (and the Extension Amendment Proposal is also approved), the Company shall procure that all filings required to be made with the Delaware Secretary of State in connection with the Second Extension Amendment Proposal and the NTA Proposal are made and, assuming the Second Extension Amendment Proposal is approved, redeem public shares as necessary, irrespective of whether such redemptions exceed the Redemption Limitation.

36

The Board’s Recommendation for the NTA Proposal

As discussed below, after careful consideration of all relevant factors, the Board each forhas determined that the NTA Proposal is in the best interests of the Company and its stockholders. The Board has approved and declared advisable adoption of the NTA Proposal and unanimously recommends that you vote “FOR” such Proposal.

The charter currently includes a termRedemption Limitation that limits the Company’s ability to serve untilconsummate an initial Business Combination, or to redeem shares of common stock in connection with an initial Business Combination that does not allow the 2023 annual meetingCompany to redeem public shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of stockholders or until his or her the Exchange Act (or any successor rule)) of less than $5,000,001. The Board has determined that the Redemption Limitation is elected and qualified,not needed. The purpose of such limitation was initially to ensure that the Company did not become subject to their earlier death, resignation or removal. Until completion ofthe SEC’s “penny stock” rules. However, the public shares would not be deemed to be “penny stock” as such securities are listed on a national securities exchange.

The Board believes the opportunity to complete a business combination only holdersis in the best interests of founders shares are able to vote with respect to the election of directors.Company and its stockholders.

Unless indicated otherwise,the NTA Proposal is approved, we will not proceed with the Extension if redemptions of our public shares would cause the Company to exceed the Redemption Limitation. By eliminating the Redemption Limitation, we make it more likely that we will proceed with the Second Extension and have the opportunity to complete a business combination.

After careful consideration of founders shares represented by executed proxiesall relevant factors, the Board determined that the Redemption Limitation Amendment is in the form enclosed will be voted to re-elect eachbest interests of Mr. Jonathan Siegel, Mr. David Epstein, Mr. Jonathan Fassberg, Mr. Kim Blickenstaffthe Company and Doctor Barbara Weber unless such individual is unavailable or declines to serve, in which case such shares will be votedits stockholders.

Vote Required for a substitute nominee designated by the Board. We have no reason to believe that the nominees will be unavailable or, if elected, will decline to serve.

For a biography of each of these directors, please see the section entitled “Management.”

Required VoteApproval

The re-electionapproval of the directors pursuant to the DirectorNTA Proposal requires the affirmative vote of a plurality of the votes cast by the holders of sharesa majority of our founders shares present at the special meeting (in person or by proxy) and entitled to vote thereon for the director nominees. A holder of shares of our founders shares may vote for or withhold such holder’s vote for the nominees. Cumulative voting is not permitted in the election of the directors.

Our sponsor is expected to vote all of the founders shares owned by it in favor of the directors named in the Director Proposal. On the record date, the sponsor and directors and executive officers of our and their affiliates beneficially owned and were entitled to vote 3,162,500 shares of founders shares representing 20% of our issued andthen outstanding shares of founders shares.the common stock.

If you do not want the NTA Proposal to be approved, you may abstain, not vote, or vote “AGAINST” the Proposal. Broker non-votes, abstentions or the failure to vote on this proposal will have the same effect as votes “AGAINST” such Proposal.

Recommendation of the Board

The Board unanimously recommends that youour stockholders vote “FOR” the electionapproval of the nominees named above.NTA Proposal.

37

THE ADJOURNMENT PROPOSAL

We are asking you to approve one or more adjournments of the special meeting from time to time, if requested by the chairman of the special meeting. For example, the chairman of the special meeting may request that the special meeting be adjourned to, among other things, solicit additional proxies to vote in favor of any of the CharterExtension Amendment Proposal and the DirectorNTA Proposal, in the event that there are insufficient votes at the time of the special meeting to establish a quorum or approve any one or more of the CharterExtension Amendment Proposal and the DirectorNTA Proposal.

By the Adjournment Proposal, we are also asking you to authorize the holder of any proxy solicited by our Board to vote in favor of adjourning the meeting, and any adjournments or postponements thereof, to another time and place. If our stockholders approve the Adjournment Proposal, the special meeting (or any adjournment thereof) may be adjourned to a later date and time and we may use the additional time to, among other things, solicit additional proxies in favor of the CharterExtension Amendment Proposal and the DirectorNTA Proposal, including the solicitation of proxies from any of our stockholders that have previously voted against any such proposal. Among other things, approval of the Adjournment Proposal could mean that, even if we had received proxies representing a sufficient number of votes against any one or more of the CharterExtension Amendment Proposal or the DirectorNTA Proposal to defeat any such proposal, the special meeting could be adjourned in order to seek to convince the holders of those shares to change their votes to votes in favor of any one or more of the CharterExtension Amendment Proposal or the DirectorNTA Proposal.

If the meeting is adjourned, stockholders who have already submitted their proxies will be able to revoke them at any time prior to their use. Our Board believes that if the number of shares of our common stock present in person or represented by proxy at the special meeting and voting in favor of the CharterExtension Amendment Proposal and the DirectorNTA Proposal is not sufficient to adopt such proposal, it is in the best interests of our stockholders to enable us to continue to seek to obtain a sufficient number of additional votes to adopt the CharterExtension Amendment Proposal and the DirectorNTA Proposal.

Vote Required

The Adjournment Proposal must be approved by at least a majority of the votes cast by the holders of shares of our common stock present at the special meeting (in person or by proxy) and entitled to vote thereon at the special meeting.

As of the record date, , 2022,____________, 2023, our sponsor is entitled to vote approximately 20%___% of the voting power of our issued and outstanding shares of common stock. We expect that all of such shares will be voted in favor of the Adjournment Proposal.

Recommendation of the Board

The Board recommends that you vote “FOR” the Adjournment Proposal.

BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding the beneficial ownership of our common stock as of , 20222023 based on information obtained from the persons named below and other public filings, with respect to the beneficial ownership of shares of our common stock by:

Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our common stock beneficially owned by them.

STOCKHOLDER PROPOSALS

If the CharterExtension Amendment Proposal is approved, we will disclose by press release or by filing of a Current Report on Form 8-K when we anticipate that the 2023 annual meeting of stockholders will be held no later than December 31, 2023.held. For any proposal to be considered for inclusion in our proxy statement and form of proxy for submission to the stockholders at our 2023 annual meeting of stockholders, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act.

DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Unless we have received contrary instructions, we may send a single copy of this proxy statement to any household at which two or more stockholders reside if we believe the stockholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our disclosure documents at the same address in the future, the stockholders should follow the instructions described below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive only a single set of our disclosure documents, the stockholders should follow these instructions:

Morrow Sodali LLC

333 Ludlow Street, 5th Floor, South Tower

Stamford, CT 06902

Tel: (800) 662-5200 (toll-free) or (203) 658-9400 (banks and brokers can call collect)

Email: OHAA.info@investor.morrowsodali.com

WHERE YOU CAN FIND MORE INFORMATION

We file annual and quarterly reports and other reports and information with the SEC. We distribute to our stockholders annual reports containing financial statements audited by our independent registered public accounting firm and, upon request, quarterly reports for the first three quarters of each fiscal year containing unaudited financial information. In addition, the reports and other information are filed through Electronic Data Gathering, Analysis and Retrieval (known as “EDGAR”) system and are publicly available on the SEC’s website, located at http://www.sec.gov. We will provide without charge to you, upon written or oral request, a copy of the reports and other information filed with the SEC.

Any requests for copies of information, reports or other filings with the SEC should be directed to OPY Acquisition Corp. I, 85 Broad Street, New York, New York 10004, Attention: .Jonathan B. Siegel.

In order to receive timely delivery of the documents in advance of the special meeting, you must make your request for information no later than November 30, 2022October __, 2023 (one week prior to the meeting date).

40

ANNEX A

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

OF

OPY ACQUISITION CORP. I

OPY Acquisition Corp. I (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

1. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deletingreplacing the phrase “within 18 months from the closing of the Offering” contained in clause (ii)first sentence of Section 9.1(b) of Article IX thereof9.2(a) in its entirety with the following sentence:

“Prior to the consummation of the initial Business Combination, the Corporation shall provide all holders of Offering Shares with the opportunity to have their Offering Shares redeemed upon the consummation of the initial Business Combination pursuant to, and insertingsubject to the phrase “on or beforelimitations of, Sections 9.2(b) and 9.2(c) (such rights of such holders to have their Offering Shares redeemed pursuant to such Sections, the Termination Date”“Redemption Rights”) hereof for cash equal to the applicable redemption price per share determined in lieu thereof.accordance with Section 9.2(b) hereof (the “Redemption Price”).”

2. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the first two sentencesphrase at the beginning of Section 9.2(d) of Article IX thereof“In the event that the Corporation has not completed an initial Business Combination by October 30, 2023 (the “Termination Date” in theirits entirety and inserting the following in lieu thereof:

“In the event that the Corporation has not completed an initial Business Combination by April 29, 2023,June 30, 2024 or, if such date is not a date the Board may extendDelaware Secretary of State is open for filings, the periodnext business day (the “Termination Date”)”

3. The Amended and Restated Certificate of timeIncorporation of the Corporation is hereby amended by replacing Section 9.2(e) in its entirety with the following:

“(e) If the Corporation offers to consummateredeem the Offering Shares in conjunction with a stockholder vote on an initial Business Combination, the Corporation shall consummate the proposed initial Business Combination only if such initial Business Combination is approved by the affirmative vote of the holders of a majority of the shares of the Common Stock that are voted at a stockholder meeting held to October 30, 2023 (the ‘Termination Date’)consider such initial Business Combination.”

3.4. The Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by deleting the text of Section 9.2(f) and replacing it with “[Reserved]”

5. The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

[Remainder of page intentionally left blank]

A-1

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed and acknowledged this     day of     , 2022.2023.

Proxy Card

OPY ACQUISITION CORP. I

THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS

FOR THE SPECIAL MEETING IN LIEU OF

THE 2022 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON

___________________, 2022October __, 2023

The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated ______________, 2022,October __, 2023, in connection with the Special Meeting in lieu of the 2022 Annual Meeting of Stockholders (the “Special Meeting”) to be held on ___________________, 2022__________, October __, 2023 at _:__ a.m.00 _.m., local time and any postponement or adjournment thereof hereby appoints _____________Jonathan B. Siegel and _______,David Epstein, and each of them (with full power to act alone), the attorneys and proxies of the undersigned, with power of substitution to each, to vote all shares of the common stock of OPY Acquisition Corp. I (the “Company”) registered in the name provided, which the undersigned is entitled to vote at the Special Meeting, and at any adjournments thereof, with all the powers the undersigned would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is, instructed to vote or act as follows on the proposals set forth in this Proxy Statement.

PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” EACH OF THE PROPOSALS AND WILL GRANT DISCRETIONARY AUTHORITY TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE SPECIAL MEETING OF STOCKHOLDERS OR ANY ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1, 2 3, 4 AND 5.and 3.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Stockholders to be held on_________, October __, 2023___________________, 2022: This notice of special meeting and the accompanying proxy statement are available at https://www.cstproxy.com/______________opyacquisitioncorpi/