Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its stockholders at the Meeting on December 20, 2022, OPY
Acquisition Corp. I (the "Company") filed an amendment to its Amended and
Restated Certificate of Incorporation (the "Charter") with the Delaware
Secretary of State on December 21, 2022 (the "Charter Amendment") which extends
the deadline by which it must complete its initial business combination from
April 29, 2023 to October 30, 2023. A copy of the Certificate of Amendment is
filed as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 20, 2022, the Company held the Special Meeting in lieu of an Annual
Meeting. On November 28, 2022, the record date for the Special Meeting, there
were 15,812,500 shares of common stock of the Company entitled to be voted at
the Special Meeting consisting of 12,650,000 shares of Class A common Stock and
3,162,500 shares of Class B common stock. At the Special Meeting, 13,649,716
shares of common stock of the Company or 86.3% of the shares entitled to vote at
the Special Meeting were represented in person or by proxy consisting of
10,487,216 shares of Class A common stock and 3,162,500 shares of Class B common
stock. At the Special Meeting, stockholders voted upon and approved the Charter
Amendment. In addition, stockholders voted and approved the re-election of the
five members of the Company's board of directors, each to serve until the next
annual meeting of stockholders or until their successors are elected and
qualified. Under the Company's Charter, only holders of the Class B shares had
voting rights with respect to the election of directors.
1. Charter Amendment
Stockholders approved the Charter Amendment. The voting results were as follows:
FOR AGAINST ABSTAIN
13,406,078 243,628 10
2. Directors' Proposal
All five nominees were re-elected. The voting results were as follows:
DIRECTOR FOR WITHHELD
Jonathan Siegel 3,162,500 -
David Epstein 3,162,500 -
Jonathan Fassberg 3,162,500 -
Kim Blickenstaff 3,162,500 -
Barbara Weber 3,162,500 -
Item 8.01. Other Events
In connection with the Charter Amendment Proposal, the Company was required to
give its Class A stockholders the opportunity to redeem their shares of Class A
common stock. Of the 12,650,000 shares of Class A common stock that were
outstanding, a total of 10,170,490 shares exercised their redemption rights and
did not subsequently reverse that decision.
Item 9.01. Financial Statements and Exhibits.
EXHIBIT
NO. DESCRIPTION
3.1 Amendment to the Amended and Restated Certificate of Incorporation
of OPY Acquisition Corp. I dated December 21, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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