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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