ONCH 10-K & 10-Q changes, risk factors and insider trading

We have neither engaged in any operations nor generated any revenues to date. Our only activities fromsince December 13, 2024 (inception) through MarchJune 31,30, 2026 werehave been (i) organizational activities and those(ii) necessaryactivities relating to prepare for(x) the Initial Public Offering,Offering describedand below.(y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net income of $1,373,848,$1,426,477, which consists of interest income on marketable securities held in the Trust Account of $1,546,358,$1,570,331 and interest earned on cash held in Operating Bank Account of $1,412, partially offset by general and administrative costs of $172,510.$145,266.

For the three months ended MarchJune 31,30, 2025, we had a net loss of $31,000.$41,267, which consisted of general and administrative costs.

For the threesix months ended MarchJune 31,30, 2026, net cash used in operating activities was $187,758.$342,615. Net income of $1,373,848$2,800,325 was impacted by the interest earned on marketable securities held in the Trust Account of $1,546,358.$3,116,689. Changes in operating assets and liabilities used $15,248$26,251 of cash from operating activities.

For the threesix months ended MarchJune 31,30, 2025, net cash used in operating activities was $0. Net loss of $31,000$72,267 was impacted by the payment of expenses through promissory note – related party of $5,000.$49,067. Changes in operating assets and liabilities provided $26,000$23,200 of cash from operating activities.

As of MarchJune 31,30, 2026, we had marketable securities of $177,409,984 (including approximately $1,546,358 of interest income) consisting of U.S. Treasury Bills with a maturity of 185 days or less held in the Trust Account.Account of $178,980,315 (including approximately $6,480,315 of interest income). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable, if any), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

As of MarchJune 31,30, 2026, we had cash of $191,060 $36,203 outside of the Trust Account. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

Commencing on July 2, 2025, and until completion of our initial Business Combination or liquidation, we reimburse an affiliate of our Sponsor $12,500 per month for certain office space, utilities and secretarial and administrative services as may be reasonably required by our Company pursuant to the Administrative Services Agreement. For the three and six months ended MarchJune 31,30, 2026, the Company paid $37,500,$37,500 and $75,000, in fees for these services. For the three and six months ended March 31,June 30, 2025, no fees were incurred for these services.

We account for our ordinary shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’ ( deficit) equity section of our condensed balance sheets.