UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2021
Orion Acquisition Corp.
(Exact name of registrant as specified in its charter)
| Delaware | | 001-4013901 | | 85-4210897 |
| (State or other jurisdiction ofincorporation or organization) | | (Commission File Number) | | (I.R.S. Employer
Identification Number) |
767 3rd Avenue, 11th Floor
New York, NY 10017
(212) 583-8540
(Address of principal executive offices, including zip code)
(212) 583-8540
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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, $0.0001 par value per share, and one-fourth of one redeemable warrant | | OHPAU | | The Nasdaq Stock Market LLC |
| Class A common stock included as part of the units | | OHPA | | The Nasdaq Stock Market LLC |
| Warrants included as part of the units, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 | | OHPAW | | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
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. ☐
On April 21, 2021, Orion Acquisition Corp. (the “Company”) announced that the holders of the Company’s units (the “Units”) may elect to separately trade shares of Class A common stock, par value $0.0001 per share (the “Class A common stock”), and warrants included in the Units commencing on April 22, 2021. Each Unit consists of one share of Class A common stock and one-quarter of one redeemable warrant to purchase one share of Class A common stock. Any Units not separated will continue to trade on the Nasdaq Capital Market (“Nasdaq”) under the symbol “OHPAU”. Any underlying shares of Class A common stock and warrants that are separated will trade on the Nasdaq under the symbols “OHPA” and “OHPAW”, respectively. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into shares of Class A common stock and warrants.
A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 21, 2021
| | ORION ACQUISITION CORP. |
| | |
| By: | /s/ Beau Garverick |
| Name: | Beau Garverick |
| Title: | Chief Executive Officer and Chief Financial Officer |
