OMEG Omega Alpha SPAC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q/A

(Amendment No. 1)

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from             to          

(857) 268-4429

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ¨ 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

As of September 16, 2022, 14,301,000 Class A ordinary shares, par value $0.0001 per share, and 3,450,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

EXPLANATORY NOTE

References throughout this Amendment No. 1 to the Quarterly Report on Form 10-Q/A to “we,” “us,” the “Company” or “our company” are to Omega Alpha SPAC unless the context otherwise indicates.

This Amendment No. 1 to the Quarterly Report on Form  10-Q/A (this “Amendment No. 1”) amends the Quarterly Report on Form  10-Q of Omega Alpha SPAC (the “Company”) as of and for the quarterly period ended March 31, 2022, as filed with the Securities and Exchange Commission (“SEC”) on May 13, 2022 (the “Original 10-Q Filing”).

The Company has been informed by the SEC on September 9, 2022 of an error resulting from the omission of the introductory language in the Certifications 31.1 and 31.2 referring to internal control over financial reporting in paragraph 4 and paragraph 4(b) language referring to internal control over financial reporting included in the Original 10-Q Filing.

We are filing this Amendment No. 1 to amend and restate the Original 10-Q Filing with modification as necessary to reflect the changes in the Certifications. The following items have been amended:

Exhibit 31.1. Certification of Chief Executive Officer Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

Exhibit 31.2. Certification of Chief Financial Officer Pursuant to Rule 13a-14 and 15d-14 under the Securities Exchange Act of 1934, as amended.

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