Item 1.01. Entry into a Material Definitive Agreement.

On January 6, 2021, the Registration Statement on Form S-1 (File No. 333-251551) and the Registration Statement on Form S-1 MEF (File No. 333-251930) (together, the "Registration Statement") relating to the initial public offering (the "IPO") of Omega Alpha SPAC (the "Company") was declared effective by the U.S. Securities and Exchange Commission.

On January 11, 2021, the Company consummated its IPO of 13,800,000 Class A ordinary shares, $0.0001 par value per share (the "Public Shares"), which included the full exercise of the underwriters' option to purchase an additional 1,800,000 Public Shares at the initial public offering price to cover over-allotments. The Public Shares were sold at a price of $10.00 per Public Share, generating gross proceeds of $138,000,000.

Further, in connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:





  · an Underwriting Agreement, dated January 6, 2021, among the Company, Jefferies
    LLC and Morgan Stanley & Co. LLC, which contains customary representations and
    warranties and indemnification of the underwriter by the Company;

  · an Investment Management Trust Agreement, dated January 6, 2021, between the
    Company and Continental Stock Transfer & Trust Company, as trustee, which
    establishes the trust account that will hold the net proceeds of the IPO and
    certain of the proceeds of the sale of the Private Placement Shares (as
    defined below), and sets forth the responsibilities of the trustee; the
    procedures for withdrawal and direction of funds from the trust account; and
    indemnification of the trustee by the Company under the agreement;

  · a Registration and Shareholder Rights Agreement, dated January 6, 2021, among
    the Company, the Sponsor and certain equityholders of the Company, which
    provides for customary demand and piggy-back registration rights for the
    Sponsor, and customary piggy-back registration rights for such other
    equityholders, and, upon and following consummation of our initial business
    combination, the right of the Sponsor to nominate three individuals for
    election to the Company's board of directors;

  · a Private Placement Shares Purchase Agreement, dated January 6, 2021 (the
    "Private Placement Shares Purchase Agreement"), between the Company and Omega
    Alpha Management (the "Sponsor"), pursuant to which the Sponsor purchased an
    aggregate of 501,000 private placement shares (the "Private Placement
    Shares"), with each Private Placement Share consisting of one Class A Ordinary
    Share;

  · a Letter Agreement, dated January 6, 2021, among the Company, the Sponsor and
    each executive officer and director of the Company, pursuant to which each of
    the Sponsor and each executive officer and director of the Company has agreed
    to vote any Class A ordinary shares held by him, her or it in favor of the
    Company's initial business combination; to facilitate the liquidation and
    winding up of the Company if an initial business combination is not
    consummated within 24 months of the closing of the IPO; to certain transfer
    restrictions with respect to the Company's securities; to certain
    indemnification obligations of the Sponsor; and the Company has agreed not to
    enter into a definitive agreement regarding an initial business combination
    without the prior consent of the Sponsor.

The above descriptions are qualified in their entirety by reference to the full text of the applicable agreement, each of which is incorporated by reference herein and filed herewith as Exhibits 1.1, 10.1, 10.2, 10.3 and 10.4, respectively.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneous with the consummation of the IPO and the issuance and sale of the Public Shares, the Company consummated the private placement of an aggregate of 501,000 Private Placement Shares at a price of $10.00 per Private Placement Share, generating gross proceeds of $5,010,000 (the "Private Placement").

The Private Placement Shares are substantially similar to the Public Shares, except (a) they will be subject to transfer restrictions until 30 days following the consummation of the Company's initial business combination and (b) the Private Placement Shares are being purchased pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, and will become freely tradable only after the expiration of the 180-day lockup described above in the Letter Agreement and they are registered pursuant to the Registration and Shareholder Rights Agreement or an exemption from registration is available, and the restrictions described above in clause (a) have expired.

Item 5.03. Amendments to Memorandum and Articles of Association.

Effective January 6, 2021 and in connection with the IPO, the Company adopted its Amended and Restated Memorandum and Articles of Association. The Amended and Restated Memorandum and Articles of Association is filed herewith as Exhibit 3.1 and is incorporated by reference herein.




Item 8.01. Other Events.

Of the net proceeds from the IPO and the Private Placement, a total of $138,000,000 was deposited in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its income taxes, if any, the proceeds from the IPO and the sale of the Private Placement Shares held in the trust account will not be released from the trust account (1) to the Company until the completion of its initial business combination or (2) to the Company's public shareholders, until the earliest of: (a) the completion of the Company's initial business combination, and then only in connection with those Class A ordinary shares that such shareholders properly elect to redeem, subject to certain limitations, (b) the redemption of any public shares properly tendered in connection with a (i) shareholder vote to amend the Company's Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to provide holders of its Class A ordinary shares the right to have their shares redeemed in connection with its initial business combination within 24 months from the closing of the IPO or (ii) with respect to any other provisions relating to shareholders' rights of holders of the Company's Class A ordinary shares or pre-initial business combination activity and (c) the redemption of all of the Company's public shares if the Company has not completed its initial business combination within 24 months from the closing of the IPO, subject to applicable law.

On January 6, 2021, the Company issued a press release in connection with its

IPO. A copy of the press release is attached hereto as Exhibit 99.1 and

incorporated herein by reference.

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