Opy Acquisition Corp. I - Quarter Report: 2022 June (Form 10-Q)

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

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant		OHAAU		The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share		OHAA		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50		OHAAW		The Nasdaq Stock Market LLC

Large accelerated filer		☐		Accelerated filer		☐
Non-accelerated filer		☒		Smaller reporting company		☒
				Emerging growth company		☒

		June 30,				December 31,
		2022				2021
		(Unaudited)
ASSETS
CURRENT ASSETS
Cash		$	256,284			$	670,998
Prepaid expenses and other assets			404,762				388,711
Total current assets			661,046				1,059,709
OTHER ASSETS
Prepaid expenses and other assets			120,520				300,657
Deferred tax asset			5,506				5,506
Investments held in Trust Account			127,945,498				127,771,830
TOTAL ASSETS		$	128,732,570			$	129,137,702
LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses		$	85,568			$	44,252
Franchise tax payable			85,185				34,902
Due to affiliate			—				20,000
Income taxes payable			14,413				—
TOTAL LIABILITIES			185,166				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 $10.10 per share			127,765,000				127,765,000
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding			—				—
Class A common stock; $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding (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			316				316
Additional paid-in capital			1,621,335				1,621,335
Accumulated deficit			(839,247	)			(348,103	)
Total stockholders’ equity			782,404				1,273,548
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ EQUITY		$	128,732,570			$	129,137,702

		For the three months ended June 30,								For the six months ended June 30,
		2022				2021				2022				2021
OPERATING EXPENSES
General and administrative		$	294,595			$	9,618			$	548,212			$	9,618
Franchise tax			50,000				—				102,187				—
Total expenses			344,595				9,618				650,399				9,618
OTHER INCOME
Interest income on investments held in Trust Account			157,056				3				173,668				6
Total other income			157,056				3				173,668				6
LOSS BEFORE PROVISION FOR INCOME TAXES			(187,539)				(9,615)				(476,731)				(9,612)
Provision for income taxes			(14,413)				—				(14,413)				—
NET LOSS		$	(201,952)			$	(9,615)			$	(491,144)			$	(9,612)
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)				—			$	(0.03)				—
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)			$	(0.00)			$	(0.03)			$	(0.00)

		Common stock
		Class A								Common stock
		Shares				Amount				Shares				Amount				Additional paid-in capital				Accumulated deficit				Total stockholders’ equity
Balance, December 31, 2021			—			$	—				3,162,500			$	316			$	1,621,335			$	(348,103	)		$	1,273,548
Net loss			—				—				—				—				—				(289,192	)			(289,192	)
Balance, March 31, 2022 (Unaudited)			—				—				3,162,500				316				1,621,335				(637,295	)			984,356
Net loss			—				—				—				—				—				(201,952	)			(201,952	)
Balance, June 30, 2022 (Unaudited)			—			$	—				3,162,500			$	316			$	1,621,335			$	(839,247	)		$	782,404

		Common stock
		Class A								Common stock
		Shares				Amount				Shares				Amount				Additional paid-in capital				Accumulated deficit				Total stockholder’s equity
Balance, December 31, 2020			—			$	—				3,162,500			$	316			$	24,684			$	(1,000	)		$	24,000
Net income			—				—				—				—				—				3				3
Balance, March 31, 2021 (Unaudited)			—				—				3,162,500				316				24,684				(997	)			24,003
Net loss			—				—				—				—				—				(9,615	)			(9,615	)
Balance, June 30, 2021 (Unaudited)			—			$	—				3,162,500			$	316			$	24,684			$	(10,612	)		$	14,388

		For the six months ended June 30,
		2022				2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss		$	(491,144	)		$	(9,612	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Interest income on investments held in Trust Account			(173,668	)			—
Changes in operating assets and liabilities:
Prepaid expenses and other assets			164,086				—
Accounts payable and accrued expenses			41,316				9,618
Franchise tax payable			50,283				—
Due to affiliates			(20,000	)			—
Income taxes payable			14,413
Net cash flows (used in) provided by operating activities			(414,714	)			6
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from promissory note			—				75,000
Net cash flows provided by financing activities			—				75,000
NET CHANGE IN CASH			(414,714	)			75,006
CASH, BEGINNING OF THE PERIOD			670,998				25,000
CASH, END OF THE PERIOD		$	256,284			$	100,006
Supplemental disclosure of noncash activities:
Deferred offering costs paid by notes payable—related party		$	—			$	5,000
Deferred offering costs included in accrued offering costs		$	—			$	33,000
Conversion of due to affiliate through issuance of Notes Payable		$	—			$	30,000

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		$	127,765,000

		2022								2021
Basic and diluted net loss per share:		Class A common stock				C ommon stock				Class A c ommon stock				C ommon stock
Numerator:
Allocation of net loss		$	(161,562	)		$	(40,390	)		$	—			$	(9,616	)
Denominator:
Weighted average shares outstanding			12,650,000				3,162,500				—				3,162,500
Basic and diluted net loss per share		$	(0.01	)		$	(0.01	)		$	—			$	(0.00	)

		2022								2021
Basic and diluted net loss per share:		Class A common stock				C ommon stock				Class A common stock				C ommon stock
Numerator:
Allocation of net loss		$	(392,915	)		$	(98,229	)		$	—			$	(9,612	)
Denominator:
Weighted average shares outstanding			12,650,000				3,162,500				—				3,162,500
Basic and diluted net loss per share		$	(0.03	)		$	(0.03	)		$	—			$	(0.00	)

•

in whole and not in part.

•

at a price of $0.01 per warrant.

•

upon a minimum of 30-day prior written notice of redemption, which i s  refe rr ed to as the “30-day redemption period” and

•

if, and only if, the last reported sale price (the “closing price”) of common stock equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant as described under the heading “Description of Securities—Warrants— Public Stockholders’ Warrants—Anti-Dilution Adjustments”) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends a notice of redemption to the warrant holders.

		Level				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Treasury Securities			1			$	127,945,498				—				—

		Level				Quoted Prices in Active Markets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Assets:
U.S. Treasury Securities			1			$	127,771,830				—				—

This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus filed with the U.S. Securities And Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.

The outbreak of the coronavirus has resulted in a widespread health crisis that has adversely affected the economies and financial markets worldwide, and potential target companies may defer or end discussions for a potential business combination with us whether or not affects their business operations. The extent to which impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of and the actions to contain or treat its impact, among others. We may be unable to complete a business combination if continued concerns relating to restrict travel, limiting our ability to conduct meetings to negotiate and consummate transactions in a timely manner with potential investors, target company’s personnel, or vendors and services providers.

We have neither engaged in any operations nor generated any operating revenues to date. Our only activities from inception through June 30, 2022 were organizational activities and those necessary to prepare for the IPO, described below, and since the IPO, the search for a prospective initial Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We expect to generate income in the form of interest income from the proceeds of the IPO placed in the Trust Account. We expect that we will incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses in connection with searching for, and completing, a Business Combination.

Following the closing of the IPO and the Over-Allotment, $127,765,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d) (3) and (d)(4) of Rule of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account. We incurred offering expenses in the aggregate amount of $2,654,349, consisting of 1,466,667 Private Placement Warrants valued at $1.50 per Private Placement Warrant or $2,200,000 of underwriting fees and $454,349 of other costs. Offering costs for the Over-Allotment amounted to $330,000 consisting of 220,000 Private Placement Warrants valued at $1.50 per Private Placement Warrant or $330,000 of underwriting fees.

We have no obligations, assets or liabilities, which would be considered sheet arrangements as of June 30, 2022. We do not participate in transactions that create relationships with entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating sheet arrangements. We have not entered into any sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any assets.

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

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of executive compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our IPO or until we are no longer an “emerging growth company,” whichever is earlier.

As required by Rules and under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules and (e) under the Exchange Act) were effective.

The securities in the IPO were registered under the Securities Act on a registration statement on Form The registration statement for the Company’s IPO was declared effective on October 26, 2021 On October 29, 2021, OPY Acquisition Corp. I (the “Company”) the Company consummated the IPO of 11,000,000 units (“Units”) with respect to the Class A common stock included in the Units being offered (the “Public Shares”) at $10.00 per Unit generating gross proceeds of $110,000,000, which is discussed in Note 3. The Company has selected December 31 as its fiscal year end.

Following the closing of the IPO, $111,100,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the IPO and the Private Placement Warrants was placed in a trust account (“Trust Account”) and will be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d) (3) and (d)(4) of Rule of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account.

The Company granted the underwriters a option to purchase up to 1,650,000 Units to cover over-allotments, if any. On November 5, 2021, the underwriters fully exercised the Over-Allotment Option and purchased 1,650,000 additional Units (the “Over-Allotment Units”), generating gross proceeds of $16,500,000.

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form