10-Q

Large accelerated filer

Accelerated filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

10-Q

(Mark One)

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

For the quarterly period ended September 30, 2022

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

For the transition period from

Commission File

No. 001-40968

OPY ACQUISITION CORP. I

(Exact name of registrant as specified in its charter)


Delaware		85-2624164
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

85 Broad Street

New York, New York 10004

(Address of Principal Executive Offices, including zip code)

(212)668-8000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock 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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T(§232.405

of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule

12b-2of

the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in

Rule12b-2of

the Exchange Act): Yes ☒ No ☐

As of November

, 2022 there were 12,650,000 shares of Class A common stock, par value $0.0001 per share and 3,162,500 common stock, par value $0.0001 per share issued and outstanding.


		Page

PART I – FINANCIAL INFORMATION

Item 1.	Interim Financial Statements		1

	Condensed Balance Sheets as of September 30, 2022 (Unaudited) and December 31, 2021		1

	Condensed Statements of Operations for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)		2

	Condensed Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2022 and 2021 (Unaudited)		3

	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2022 and 2021 (Unaudited)		4

	Notes to Condensed Financial Statements (Unaudited)		5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16

Item 3.	Quantitative and Qualitative Disclosures about Market Risk		19

Item 4.	Controls and Procedures		19

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings		20

Item 1A.	Risk Factors		20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		20

Item 3.	Defaults upon Senior Securities		20

Item 4.	Mine Safety Disclosures		20

Item 5.	Other Information		20

Item 6.	Exhibits		21

SIGNATURES			23


	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


	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-in C 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


	For the Nine Months Ended September 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(332,722	)	$	(57,356	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on investments held in Trust Account		(794,715	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other assets		276,899			—
Accounts payable and accrued expenses		42,892			19,285
Franchise tax payable		92,875			—
Due to affiliate		(20,000	)		—
Income taxes payable		209,462

Net cash used in operating activities		(525,309	)		(38,071	)

CASH FLOWS FROM INVESTING ACTIVITIES
Cash withdrawn from Trust Account for tax purposes		59,312			—

Net cash provided by investing activities		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

Net cash provided by financing activities		—			93,105

NET CHANGE IN CASH		(465,997	)		55,034
CASH, BEGINNING OF THE PERIOD		670,998			25,000

CASH, END OF THE PERIOD	$	205,001		$	80,034

Supplemental disclosure of noncash activities:
Payment of deferred offering costs by notes payable—related party	$	—		$	27,295

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


	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	)


	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		—		—


Exhibit No.		Description

1.1		Underwriting Agreement, dated October 26, 2021, by and between Registrant and Oppenheimer & Co, as representatives of underwriters (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 1, 2021)

1.2		Business Combination Marketing Agreement, dated October 26, 2021, by and between the Registrant and Oppenheimer & Co. Inc. as representative of the several underwriters (incorporated by reference to Exhibit 1.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 1, 2021)

3.1		Amended & Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on November 1, 2021)

3.2		Bylaws of the Registrant (incorporated by reference to Exhibit 3.3 to the Registration Statement on Form S-1 filed with the Securities & Exchange Commission on October 8, 2021)

4.1		Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 8, 2021).

4.2		Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 8, 2021).

4.3		Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed with the SEC on October 8, 2021).

4.4		Warrant Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC as warrant agent, (incorporated by reference Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

10.1		Letter Agreement, dated October 26, 2021, by and among the Company and its officers, directors, and the sponsors, (incorporated by reference Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

10.2		Investment Management Trust Agreement, dated as of October 26, 2021, by and between the Company and Continental Stock Transfer & Trust Company, LLC as trustee (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

10.3		Registration Rights Agreement, dated as of October 26, 2021, by and among the Company, the Sponsor and certain security holders (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on November 1. 2021).

10.4		Administrative Services Agreement, dated October 26, 2021, by and between the Company and the Sponsor (incorporated by reference to Exhibit to 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).

10.5		Indemnity Agreements, each dated as of October 26, 2021, by and between the Company and each of the officers and directors of the Company, (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on November 1, 2021).


10.6		Private Placement Warrants Purchase Agreement, dated as of October 26, 2021, by and between the Company and the Sponsor, (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on November 1,2021).

31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

32.2**		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

101.INS*		Inline XBRL Instance Document—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


	OPY ACQUISITION CORP. I

Date: November 8, 2022	By:	/s/ Jonathan B. Siegel
	Name:	Jonathan B. Siegel
	Title:	Chief Executive Officer and Director (Principal Executive Officer)

Date: November 8, 2022	By:	/s/ Daniel E. Geffken
	Name:	Daniel E. Geffken
	Title:	Chief Financial Officer and Director (Principal Financial and Accounting Officer)

SEC Form 10-Q filed by OPY Acquisition Corp. I