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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Orion Acquisition Corp - Class A
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| February 14, 2023 |
SC 13G/A 1 brhc10047905sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d- 1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* (Amendment No. 2) Orion Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Cla |
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| February 14, 2023 |
EX-99.A 2 d411676dex99a.htm EX-99.A EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Orion Acquisition Corp. dated as of February 14, 2023, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wi |
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| February 14, 2023 |
§240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.3) Orion Acquisition Corp. (Name of Issuer) Class A common stock, |
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| February 14, 2023 |
SC 13G/A 1 d411676dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Orion Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 68626A207 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Sta |
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| February 14, 2023 |
EX-99.B 3 d411676dex99b.htm EX-99.B EXHIBIT B Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that I, Lee S. Ainslie III, hereby make, constitute and appoint Mark Gurevich as my agent and attorney-in -fact for the purpose of executing (i) in my personal capacity or (ii) in my capacity as manager or other officer or representative of Maverick Capital Management, LLC, Maverick Capital, Ltd. or any |
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| February 13, 2023 |
OHPA / Orion Acquisition Corp. Class A common stock / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Orion Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 68626A108 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| December 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-40139 Orion Acquisition Corp. (Exact name of registrant as specified in |
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| November 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2022 ORION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 001-40139 85-4210897 (State or other jurisdiction of incorporation) (Commissi |
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| November 22, 2022 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORION ACQUISITION CORP. Orion Acquisition Corp. (the ?Corporation?), a corporation organized and existing under the by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The name of the Corporation is Orion Acquisition Corp. 2. The Corporation?s origina |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaw |
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| October 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State |
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| October 18, 2022 |
PRER14A 1 ea167194-prer14aorionacq.htm PRELIMINARY PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Amendment No. 1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 0 |
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| August 5, 2022 |
SC 13G/A 1 Orion13G-A2.htm §240.13d-102 Schedule 13G §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.2) Orion Acquisition Corp. (Name of Is |
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| May 31, 2022 |
Letter Agreement, dated May 31, 2022, by and between the Company and Kenneth Goulet. Exhibit 10.1 May 31, 2022 Orion Acquisition Corp. 767 5th Avenue, 44th Floor New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Orion Acquisition Corp., a Delaware corporation (the ?Company?) and Credit Suisse Sec |
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| May 31, 2022 |
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): May 31, 2022 Orion Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-4013901 85-4210897 (State or other jurisdiction of incorporation or or |
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| May 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware |
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| March 30, 2022 |
Exhibit 4.5 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 30, 2022, Orion Acquisition Corp. has three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?): (1) our units; (2) our Class A common stock; and (3) our warrants. The following description |
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| March 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40139 ORION ACQUISIT |
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| March 22, 2022 |
Exhibit 99.1 ORION ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 4, 2021 (As Restated) F-3 Notes to Financial Statement (As Restated) F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Orion Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying ba |
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| March 22, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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): March 22, 2022 (March 4, 2021) Orion Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40139 85-4210897 (State or other |
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| February 28, 2022 |
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): February 24, 2022 Orion Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-4013901 85-4210897 (State or other jurisdiction of incorporation |
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| February 28, 2022 |
Letter Agreement, dated February 24, 2022, by and between the Company and Stephen Schlegel. Exhibit 10.1 February 24, 2022 Orion Acquisition Corp. 767 5th Avenue, 44th Floor New York, NY 10153 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Orion Acquisition Corp., a Delaware corporation (the ?Company?) and Credit Suiss |
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| February 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A Amendment No. 1 ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION ACQUISITION CORP. (Exact name of registrant as specified in |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Orion Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 68626A207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 14, 2022 |
EXHIBIT B Power of Attorney KNOW ALL MEN BY THESE PRESENTS, that I, Lee S. Ainslie III, hereby make, constitute and appoint Mark Gurevich as my agent and attorney-in -fact for the purpose of executing (i) in my personal capacity or (ii) in my capacity as manager or other officer or representative of Maverick Capital Management, LLC, Maverick Capital, Ltd. or any affiliate of either, all documents |
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| February 14, 2022 |
OHPA / Orion Acquisition Corp. Class A common stock / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Orion Acquisition Corp. (Name of Issuer) Class A common stock included as part of the units (Title of Class of Securities) 68626A108 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Orion Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A Common Stock and one-quarter of one War |
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| February 14, 2022 |
EXHIBIT A JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Common Stock of Orion Acquisition Corp. |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Orion Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 68626A207 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desi |
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| January 20, 2022 |
Exhibit 1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 19th day of January 2022, by and among Orion Healthcare Acquisition Partners, LLC, Beau Garverick, Randy Simpson and JP Gutfreund. |
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| November 29, 2021 |
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): November 29, 2021 Orion Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-4013901 85-4210897 (State or other jurisdiction of incorporation |
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| November 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaw |
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| August 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION ACQUISITION CORP. (Exact name of registrant as specified in its charter) Delaware 0 |
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| July 29, 2021 |
SC 13G/A 1 Orion13G-A.htm §240.13d-102 Schedule 13G - Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1) Orion Acquisition Corp. (Name of Issuer) Units, each consisti |
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| May 24, 2021 |
10-Q 1 f10q0321orionacqcorp.htm QUARTERLY REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION ACQUISITION CORP. (Exact name of |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 12b-25 NOTIFICATION OF LATE FILING Commission File Number 001-4013901 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q For the Transition Period Ended: Nothing in this form shall be construed to imply that the Commission has verified any information contained herein. |
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| May 4, 2021 |
SC 13G 1 Orion13G2021.htm Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Orion Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock, $0.0001 par value per share, and one-fourth of one redeemable warrant (Title of Class of Securities) 68626A207 (CUSIP Number) March 4, 2021 ( |
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| May 4, 2021 |
§240.13d-102 Schedule 13G—Information to be included in statements filed pursuant to §240.13d-1(b), (c), and (d) and amendments thereto filed pursuant to §240.13d-2. Securities and Exchange Commission, Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Orion Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A common stock, $ |
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| April 21, 2021 |
Financial Statements and Exhibits, Other Events 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 o |
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| April 21, 2021 |
Exhibit 99.1 Orion Acquisition Corp. Announces the Separate Trading of its Shares of Class A Common Stock and Warrants Commencing April 22, 2021 New York, April 21, 2021? Orion Acquisition Corp. (Nasdaq: OHPAU) (the ?Company?) announced today that, commencing April 22, 2021, holders of the units sold in the Company?s initial public offering of 41,400,000 units, completed on March 4, 2021, may elec |
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| March 12, 2021 |
EXHIBIT A - JOINT FILING AGREEMENT EXHIBIT A - JOINT FILING AGREEMENT This joint filing agreement is made and entered into as of this 12th day of March, 2021, by and among Viking Global Investors LP, Viking Global Performance LLC, Viking Global Equities II LP, Viking Global Equities Master Ltd. |
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| March 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b),(c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934* Orion Acquisition Corp. (Name of Issuer) Units, each consisting of one share of Class A Common Stock and one-quarter of one Warrant (Title of Cla |
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| March 10, 2021 |
Exhibit 99.1 ORION ACQUISITION CORP. Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of March 4, 2021 F-3 Notes to Financial Statement F-4 F-1 Report of Independent Registered Public Accounting Firm To the Stockholders and the Board of Directors of Orion Acquisition Corp. Opinion on the Financial Statement We have audited the accompanying balance sheet of Orion Acquisi |
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| March 10, 2021 |
Financial Statements and Exhibits, Other Events 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): March 4, 2021 Orion Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40139 85-4210897 (State or other jurisdiction of incorporation or org |
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| March 4, 2021 |
Warrant Agreement between Continental Stock Transfer & Trust Company and the Company Exhibit 4.1 WARRANT AGREEMENT between ORION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this ?Agreement?), dated as of March 1, 2021, is by and between Orion Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the ?Warrant Agent?). WHEREAS, |
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| March 4, 2021 |
Exhibit 10.3 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?), dated as of March 1, 2021, is made and entered into by and among Orion Acquisition Corp., a Delaware corporation (the ?Company?), Orion Healthcare Acquisition Partners, LLC, a Delaware limited liability company (the ?Sponsor?), and the undersigned parties listed under H |
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| March 4, 2021 |
Orion Acquisition Corp. Announces Pricing of Upsized $360 Million Initial Public Offering Exhibit 99.1 Orion Acquisition Corp. Announces Pricing of Upsized $360 Million Initial Public Offering NEW YORK, March 1, 2021 - Orion Acquisition Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, today announced the pricing of |
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| March 4, 2021 |
Amended and Restated Certificate of Incorporation Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORION ACQUISITION CORP. March 1, 2021 Orion Acquisition Corp. a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Orion Acquisition Corp.? The original certificate of incorporation of the Corporation was filed with the Sec |
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| March 4, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of March 1, 2021 by and between Orion Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, File |
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| March 4, 2021 |
Exhibit 10.1 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of March 1, 2021, is entered into by and among Orion Acquisition Corp., a Delaware corporation (the ?Company?), and Orion Healthcare Acquisition Partners, LLC, a Delaware limit |
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| March 4, 2021 |
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): March 1, 2021 Orion Acquisition Corp. (Exact name of registrant as specified in its charter) Delaware 001-40139 85-4210897 (State or other jurisdiction of incorporation or org |
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| March 4, 2021 |
Exhibit 3.2 BYLAWS OF ORION ACQUISITION CORP. a Delaware corporation Article I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the corporation?s registered agent at such address shall be Corporation Service Company. The registered office and |
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| March 4, 2021 |
Exhibit 10.4 March 1, 2021 Orion Acquisition Corp. 767 3rd Avenue, 11th Floor New York, NY 100017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Orion Acquisition Corp., a Delaware corporation (the ?Company?) and Credit Suisse S |
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| March 4, 2021 |
Orion Acquisition Corp. Closes Upsized $414 Million Initial Public Offering Exhibit 99.2 Orion Acquisition Corp. Closes Upsized $414 Million Initial Public Offering NEW YORK, March 4, 2021 - Orion Acquisition Corp. (the ?Company?), a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, today announced that it closed its upsized in |
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| March 4, 2021 |
Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of March 1, 2021, by and between Orion Acquisition Corp., a Delaware corporation (the ?Company?), and (?Indemnitee?). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided with adequate protection t |
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| March 4, 2021 |
Underwriting Agreement between the Company and Credit Suisse Securities (USA) LLC Exhibit 1.1 $360,000,000 36,000,000 Units Orion Acquisition Corp. UNDERWRITING AGREEMENT March 1, 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 As Representative of the several Underwriters Ladies and Gentlemen: Orion Acquisition Corp., a Delaware corporation (the ?Company?), proposes to sell to you and, as applicable, to the several underwriters named in Schedul |
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| March 4, 2021 |
Administrative Services Agreement between the Company and Orion Healthcare Acquisition Partners, LLC Exhibit 10.5 ORION ACQUISITION CORP. 767 3rd Avenue, 11th Floor New York, NY 10017 March 1, 2021 Orion Healthcare Acquisition Partners, LLC 767 3rd Avenue, 11th Floor New York, NY 10017 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial publ |
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| March 3, 2021 |
$360,000,000 Orion Acquisition Corp. 36,000,000 Units 424B4 1 f424b40021orionacq.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-253081 and 253760 $360,000,000 Orion Acquisition Corp. 36,000,000 Units Orion Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination wit |
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| March 1, 2021 |
S-1MEF 1 ea136790-s1meforionacquisit.htm REGISTRATION STATEMENT As filed with the United States Securities and Exchange Commission on March 1, 2021 under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORION ACQUISITION CORP. (Exact name of registra |
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| March 1, 2021 |
- FOR REGISTRATION OF CERTAIN CLASSES 8-A12B 1 ea136757-8a12borionacqui.htm FOR REGISTRATION OF CERTAIN CLASSES UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 ORION ACQUISITION CORP. (Exact Name Of Registrant As Specified In Its Charter) Delaware 84-2818047 (State of incorporation |
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| February 25, 2021 |
Orion Acquisition Corp. 767 3rd Avenue, 11th Floor New York, New York 10017 February 23, 2021 VIA EDGAR Attention: Todd Schiffman Pam Long United States Securities and Exchange Commission Division of Corporation Finance Office of Real Estate & Construction 100 F Street, NE Washington, D.C. 20549 Re: Orion Acquisition Corp. Form S-1 filed February 12, 2021 File No. 333-253081 Ladies and Gentlemen: |
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| February 25, 2021 |
CORRESP 1 filename1.htm February 25, 2021 VIA EDGAR TRANSMISSION United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Orion Acquisition Corp. (the “Company”) Registration Statement on Form S-1 (Registration No. 333-253081) Dear Mr. Schiffman: Pursuant to Rule 461(a) of the General Rules and Regulati |
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| February 25, 2021 |
Orion Acquisition Corp. 767 3rd Avenue, 11th Floor New York, New York 10017 February 25, 2021 VIA EDGAR Office of Real Estate & Construction Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Todd Schiffman Re: Orion Acquisition Corp. Registration Statement on Form S-1, as amended File No. 333-253081 Ladies and Gentlemen: Pursuan |
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| February 23, 2021 |
Exhibit 99.3 SERVICES AGREEMENT This Services Agreement (this ?Agreement?) is dated as of February 12, 2021 (the ?Effective Date?) by and between Orion Healthcare Acquisition Partners, LLC, a Delaware limited liability company (?Orion?) and Halle Orion Holdings LLC, a Delaware limited liability company (?Halle?). Orion and Halle are each referred to individually as a ?Party,? and collectively the |
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| February 23, 2021 |
Form of Underwriting Agreement. EX-1.1 2 fs12021a1ex1-1orionacq.htm FORM OF UNDERWRITING AGREEMENT Exhibit 1.1 $300,000,000 30,000,000 Units Orion Acquisition Corp. UNDERWRITING AGREEMENT [●], 2021 Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, NY 10010 As Representative of the several Underwriters Ladies and Gentlemen: Orion Acquisition Corp., a Delaware corporation (the “Company”), proposes to sell to you a |
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| February 23, 2021 |
S-1/A 1 fs12021a1orionacquisition.htm REGISTRATION STATEMENT As filed with the United States Securities and Exchange Commission on February 23, 2021 under the Securities Act of 1933, as amended. Registration No. 333-253081 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ORION ACQUISITION COR |
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| February 12, 2021 |
Exhibit 10.2 , 2021 Orion Acquisition Corp. 767 3rd Avenue, 11th Floor New York, NY 100017 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) entered into by and between Orion Acquisition Corp., a Delaware corporation (the ?Company?) and Credit Suisse Securiti |
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| February 12, 2021 |
Specimen Class A Common Stock Certificate. Exhibit 4.2 SPECIMEN CLASS A COMMON STOCK CERTIFICATE NUMBER SHARES ORION ACQUISITION CORP. INCORPORATED UNDER THE LAWS OF DELAWARE CLASS A COMMON STOCK SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF US$0.0001 EACH OF THE CLASS A COMMON STOCK OF ORION ACQUISITION CORP. (THE ?COMPANY?) subject to the Company?s a |
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| February 12, 2021 |
EX-10.5 15 fs12021ex10-5orionacqcorp.htm SECURITIES SUBSCRIPTION AGREEMENT, DATED DECEMBER 8, 2020, BETWEEN THE REGISTRANT AND ORION HEALTHCARE ACQUISITION PARTNERS, LLC Exhibit 10.5 ORION ACQUISITION CORP. December 8, 2020 Orion Healthcare Acquisition Partners, LLC RE: Securities Subscription Agreement Ladies and Gentlemen: We are pleased to accept the offer Orion Healthcare Acquisition Partners, |
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| February 12, 2021 |
BYLAWS OF ORION ACQUISITION CORP. a Delaware corporation Article I OFFICES Exhibit 3.3 BYLAWS OF ORION ACQUISITION CORP. a Delaware corporation Article I OFFICES Section 1. Registered Office. The registered office of the corporation in the State of Delaware shall be located at 251 Little Falls Drive, Wilmington, New Castle County, Delaware 19808. The name of the corporation?s registered agent at such address shall be Corporation Service Company. The registered office and |
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| February 12, 2021 |
EX-99.2 21 fs12021ex99-2orionacqcorp.htm CONSENT OF RHONDA R. MIMS Exhibit 99.2 CONSENT OF RHONDA R. MIMS Orion Acquisition Corp. (the “Company”) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the “Registration Statement”) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act |
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| February 12, 2021 |
EX-10.3 13 fs12021ex10-3orionacqcorp.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 2021 by and between Orion Acquisition Corp., a Delaware corporation (the “Company”), and Continental Sto |
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| February 12, 2021 |
Exhibit 3.1 Delaware Page 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF ?ORION ACQUISITION CORP.?, FILED IN THIS OFFICE ON THE TWENTY-FIFTH DAY OF NOVEMBER, A.D. 2020, AT 7:12 O?CLOCK P.M. /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State 4196682 8100 |
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| February 12, 2021 |
Exhibit 10.8 ORION ACQUISITION CORP. 767 3rd Avenue, 11th Floor New York, NY 10017 , 2021 Orion Healthcare Acquisition Partners, LLC 767 3rd Avenue, 11th Floor New York, NY 10017 Ladies and Gentlemen: This letter agreement will confirm our agreement that, commencing on the effective date (the ?Effective Date?) of the registration statement (the ?Registration Statement?) for the initial public offe |
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| February 12, 2021 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW Orion Acquisition Corp. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) (the ?Warrant |
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| February 12, 2021 |
Exhibit 4.1 SPECIMEN UNIT CERTIFICATE NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS Orion Acquisition Corp. CUSIP UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE-QUARTER OF ONE REDEEMABLE WARRANT TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (?Unit?) consists of one (1) share of Class A common stock, par value $0.0001 per sha |
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| February 12, 2021 |
EX-10.4 14 fs12021ex10-4orionacqcorp.htm FORM OF REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT AMONG THE REGISTRANT AND CERTAIN SECURITY HOLDERS Exhibit 10.4 REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of , 2021, is made and entered into by and among Orion Acquisition Corp., a Delaware corporation (the “Company”), Or |
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| February 12, 2021 |
Form of Amended and Restated Bylaws. Exhibit 3.4 AMENDED AND RESTATED BY LAWS OF ORION ACQUISITION CORP. (THE “CORPORATION”) Article I OFFICES Section 1.1 Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registe |
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| February 12, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), dated as of , 2021, is entered into by and among Orion Acquisition Corp., a Delaware corporation (the ?Company?), and Orion Healthcare Acquisition Partners, LLC, a Delaware limited liab |
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| February 12, 2021 |
Exhibit 99.1 CONSENT OF KENNETH A. BURDICK Orion Acquisition Corp. (the ?Company?) intends to file a Registration Statement on Form S-1 (together with any amendments or supplements thereto, the ?Registration Statement?) registering securities for issuance in its initial public offering. As required by Rule 438 under the Securities Act of 1933, as amended, the undersigned hereby consents to being n |
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| February 12, 2021 |
EX-10.7 17 fs12021ex10-7orionacqcorp.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.7 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between Orion Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other |
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| February 12, 2021 |
Registration Statement - REGISTRATION STATEMENT As filed with the United States Securities and Exchange Commission on February 12, 2021 under the Securities Act of 1933, as amended. |
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| February 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Registrant. EX-4.4 9 fs12021ex4-4orionacqcorp.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT between ORION ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANY THIS WARRANT AGREEMENT (this “Agreement”), dated as of , 2021, is by and between Orion Acquisition Corp., a Delaware corporation (the “Company”), and Contine |
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| February 12, 2021 |
Form of Amended and Restated Certificate of Incorporation. Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ORION ACQUISITION CORP. , 2021 Orion Acquisition Corp. a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Orion Acquisition Corp.” The original certificate of incorporation of the Corporation was filed with the Secretary |
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| February 12, 2021 |
Promissory Note, dated December 8, 2020, issued to Orion Healthcare Acquisition Partners, LLC. Exhibit 10.1 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY |
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| December 15, 2020 |
As submitted confidentially with the United States Securities and Exchange Commission on December 14, 2020. |
