Item 8.01. Other
Events.
The
Board of Directors (the “Board”) of Omega Alpha SPAC (the “Company”) has determined that the Company
will not be able to consummate an initial business combination within the time period required by its Amended and Restated Memorandum
and Articles of Association (the “Articles”). Accordingly, the Board has determined that it is in the best interest
of the Company and its shareholders to liquidate early and the Company will redeem all of its outstanding Class A ordinary shares,
par value $0.0001, effective as of the close of business on December 28, 2022.
As such, in accordance
with the Company’s Articles, the Company will:
| · | cease all operations as of December 28,
2022, except those required to wind up the Company’s business; |
| · | as promptly as reasonably possible, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account
(the “Trust Account”), including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay the Company’s income taxes, if any (less $100,000 of interest to pay dissolution expenses), divided by the
number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders
of the Company (including the right to receive further liquidation distributions, if any); and |
| · | as promptly as reasonably possible following
such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate
and dissolve, subject to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. |
The per-share
redemption price for the public shares will be approximately $10.11 (the “Redemption
Amount”). The balance of the Trust Account as of December 22, 2022 was approximately $139,634,302.58, which includes
approximately $1,634,302.58 in interest and dividend income (excess of cash over $ 138,000,000, the funds deposited into the Trust
Account). In accordance with the terms of the related trust agreement, the Company expects to retain $100,000 of the interest and
dividend income from the Trust Account to pay dissolution expenses.
As of the close of business
on December 28, 2022, the Public Shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.
The Redemption Amount
will be payable to the holders of the Public Shares upon presentation of their respective stock or unit certificates or other delivery
of their shares or units to the Company’s transfer agent, Continental Stock Transfer & Trust Company. Beneficial owners
of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
The Company’s sponsor
has waived its redemption rights with respect to the outstanding Class A ordinary shares, held by the sponsor, and the Class B
ordinary shares. After December 28, 2022, the Company shall cease all operations except for those required to wind up the Company’s
business.
The Company expects that
Nasdaq will file a Form 25 with the U.S. Securities and Exchange Commission (the “Commission”) to delist its securities.
The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities
Exchange Act of 1934, as amended.
Forward-Looking Statements
This Current Report on
Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. When used in this Current Report on Form 8-K,
the words “could,” “should,” “will,” “may,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,”
the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking
statements contain such identifying words. Such forward-looking statements are based on current information and expectations, forecasts
and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied
upon as representing the Company’s views as of any subsequent date, and the Company does not undertake any obligation to update
forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking
statements. As a result of a number of known and unknown risks and uncertainties, actual results or performance may be materially different
from those expressed or implied by these forward-looking statements. Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set forth in the “Risk Factors” in the Company’s registration
statement on Form S-1 (Registration No. 333-251551), as amended, initially filed with the Commission on December 21, 2020,
relating to its initial public offering, annual, quarterly reports and subsequent reports filed with the Commission, as amended from time
to time. Copies of such filings are available on the Commission’s website, www.sec.gov. The Company undertakes no obligation to
update these statements for revisions or changes after the date of this Current Report on Form 8-K, except as required by law.