Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information included in Item 5.07 is incorporated by reference in this item to the extent required.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On November 21, 2022, Orion Acquisition Corp. (the "Company") held a special meeting of stockholders (the "Special Meeting"). At the Special Meeting, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation (the "Charter Amendment") to (i) change the date by which the Company must consummate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination from March 4, 2023 to December 1, 2022, (ii) remove the Redemption Limitation (as defined in the Company's Amended and Restated Certificate of Incorporation) to allow the Company to redeem shares of Class A Common Stock initially included in the units sold as part of the initial public offering (the "Public Shares") notwithstanding the fact that such redemption would result in the Company having net tangible assets of less than $5,000,001, and (iii) allow the Company to remove up to $100,000 of interest earned on the amount on deposit in the trust account established for the benefit of the holders of Public Shares ("Trust Account") prior to redeeming the Public Shares in connection with the Special Meeting in order to pay dissolution expenses (the "Charter Amendment Proposal").

The following is a tabulation of the votes with respect to the Charter Amendment Proposal, which was approved by the Company's stockholders:





   For       Against   Abstain
43,295,991     511        0



In connection with the Special Meeting, stockholders holding an aggregate of 36,634,446 Public Shares exercised their right to redeem their Public Shares for approximately $10.08 per share of the funds held in the Company's Trust Account.

In addition, on November 21, 2022, the Company filed the Charter Amendment with the Secretary of State of the State of Delaware. A copy of the Charter Amendment is attached hereto as Exhibit 3.1.




Item 8.01. Other Events


In light of the Charter Amendment, the Company's liquidation date is December 1, 2022. Because the Company will not be able to complete an initial business combination by December 1, 2022, the Company will (i) after December 1, 2022, 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 the Company to pay its franchise and income taxes, divided by the number of then outstanding Public Shares, which redemption will completely extinguish the rights of the holders of Public Shares as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law, and (iv) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Corporation's obligations under the General Corporation Law of the State of Delaware to provide for claims of creditors and other requirements of applicable law.

The Company expects that the last day of trading of its securities on the Nasdaq Capital Market ("Nasdaq") will be December 1, 2022, following which the Company expects that Nasdaq will file a Form 25 with the United States Securities and Exchange Commission (the "SEC") to delist its securities on or about December 2, 2022. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.





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Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No.   Description of Exhibits

3.1             Amendment to the Registrant's Amended and Restated Certificate of
              Incorporation.

104           Cover Page Interactive Data File-Embedded within the inline XBRL
              document.




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