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OBAWW • CIK 0002034313
Note 1 — Description of Organization, Business Operations and Liquidity and Capital Resources Oxley Bridge Acquisition Limited (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on August 6, 2024. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an early-stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies. As of December 31, 2025, the Company had not entered into a definitive agreement with any specific Business Combination target. As of December 31, 2025, the Company had not commenced any operations. All activity for the period from August 6, 2024 (inception) through December 31, 2025 relates to the Company’s formation and the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying and evaluating prospective acquisition candidates and activities in connection with the Business Combination. The Company will not generate any operating revenue until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end. The Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 5, 2025, as amended (File No. 333-287816), was declared effective on June 24, 2025 (the “IPO Registration Statement”). On June 26, 2025, the Company consummated the initial public offering of 25,300,000 units (the “Units”), which included the full exercise of the Over-Allotment Option (as defined in Note 6) in the amount of 3,300,000 units (the “Option Units”), at $10.00 per Unit, generating gross proceeds of $253,000,000 (the “Initial Public Offering”), as discussed in Note 3. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, of the Company (the “Class A Ordinary Shares” and with respect to the Class A Ordinary Shares included in the Units, the “Public Shares”) and one-half of one redeemable warrant of the Company (each, a “Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. Simultaneously with the closing of the Initial Public Offering, the Company consummated sale of an aggregate of 6,400,000 warrants (the “Private Placement Warrants”, and together with the Public Warrants, the “Warrants”) to Oxley Bridge Holdings LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor”), the representative of the several underwriters of the Initial Public Offering (the “Underwriters”), at a price of $1.00 per Private Placement Warrant in a private placement, generating gross proceeds of $6,400,000 (the “Private Placement”), as discussed in Note 4. Of those 6,400,000 Private Placement Warrants, the Sponsor purchased 4,200,000 Private Placement Warrants and Cantor purchased 2,200,000 Private Placement Warrants. Each whole Private Placement Warrant entitles the holder to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment. The Company’s management (“Management”) has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination (less Deferred Fee (as defined in Note 6)). Transaction costs amounted to $16,987,383, consisting of $4,400,000 of cash underwriting fee, the Deferred Fee of $12,045,000, and $542,383 of other offering costs. The initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of Deferred Fee held and taxes payable, if any, on the income earned on the Trust Account, if any) at the time of the signing an agreement to enter into a Business Combination.…