ORIQ 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 for the quarter ended MarchJune 31,30, 2026, were were organizational activities, those necessary to identify potential target companies for our Business Combination. We do not expect to generate any operating revenues until after the completion of our initial Business Combination. We generate non-operating income in the form of interest income on assets held in our Trust Account (defined below). 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 quarterthree and six months ended MarchJune 31,30, 2026, we had net income of $390,562,$384,061 and $774,623, respectively, which resulted from interest earned on marketable securities held in the Trust Account of $631,264$638,508 and $1,269,772, respectively, offset by general and administrative expenses of $240,702.$254,447 and $495,149, respectively.

For the quarterthree and six months ended MarchJune 31,30, 2025, we had net loss of $4,593,$115,827 and $120,420, respectively, which resulted from general and administrative expenses of $4,593.expenses.

For the quartersix months ended MarchJune 31,30, 2026, net cash used in operating activities was $317,667.$470,451. Net income of $390,562$774,622 was affected by interest interest earned on marketable securities held in the Trust Account of $631,264,$1,269,772 and paymentchanges of operation costs of $240,702. Changes in operating assets and liabilities used $317,667 of cash for operating activities.$24,699.

For the quartersix months ended MarchJune 31,30, 2025, net cash used in operating activities was $0. Net loss was affected by payment$120,420 of operationnon-cash costsor accrued ofitems $4,593.and Changeschanges in operating assets and liabilities used/provided $0$120,420 of cash for operating activities.

For the quartersix months ended MarchJune 31,30, 2026,2026 and 2025, net cash used in investing activities was $0.

For the quartersix months ended MarchJune 31,30, 2026,2026 and 2025, net cash provided by financing activities was $0.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $71,682,535$72,321,043 consisting of money market mutual funds that that invest in U.S. Treasury Bills with a maturity of 185 days or less. We may withdraw interest from the Trust Account to pay taxes, if any.

As of MarchJune 31,30, 2026, we had cash of $834,106.$681,322. 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.

As of MarchJune 31,30, 2026, we did not have any off-balance sheet arrangements.

The preparation of financial statement and related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statement, and income and expenses during the periods reported. Actual results could materially differ from those estimates. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.

In accordance with FASB ASC 480-10-S99, redemption provisions not solely within our control require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480-10-S99. 6,900,000 ordinary shares contain a redemption feature which allows for the redemption of such public shares in connection with our liquidation, if there is a shareholder vote or tender offer in connection with an initial Business Combination and in connection with certain amendments to our amended and restated memorandum and articles of association. Accordingly, at MarchJune 31,30, 2026, 6,900,000 ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of shareholders’ equity on the balance sheets.

Net Income (loss) Per Ordinary Share

Net income (loss) per ordinary share is computed by dividing net income(loss) by the weighted average number of ordinary shares outstanding during the period. As of MarchJune 31,30, 2026, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted income(loss) per ordinary share is the same as basic income(loss) per ordinary share for the period presented.