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

Following the closing of the IPO, the partial exercise of the over-allotment option and the Private Placement, a total of $105,525,000 ($10.05 per Unit) was held in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee (the “Trust Account”). We incurred total transaction costs of $5,000,995, consisting of $472,500 upfront underwriting commission paid in cash at the closing date of the IPO and the partial exercise of the over-allotment option, $3,675,000 deferred underwriting commission (representing 3.5% of the gross proceeds payableremaining fromin the Trust Account uponimmediately prior to the closing of the initial Business CombinationCombination, assuming no redemptions of Public Shares), and $853,495 of legal and other offering costs. On the IPO date, $718,100 in cash was held outside the Trust Account and is available for working capital purposes.

Our Amended and Restated Memorandum and Articles of Association provide that we will have until 12 months from the closing of the IPO (or 15 months in the event that a definitive business combination agreement has been publicly announced during such 12-month period), or until such earlier liquidation date as our board of directors may approve, to consummate our initial business combination. We refer to the time period we have to complete an initial business combination, as it may be extended as described above, as the “completion window.” If we have not completed our initial business combination within the completion window, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than fiveten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of funds withdrawn to pay our taxes and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any); and (iii) as promptly as reasonably possible following such redemption, redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from September 29, 2025 (inception) through throughJuly April 30,31, 2026 were organizational activities, those necessary to prepare for the IPO, described below, and subsequent to the IPO, identifying a target company for an initial business combination. We do not expect to generate any operating revenues until after the completion of our business combination. 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 AprilJuly 30,31, 2026, we had a net lossincome of $32,856, all of$707,825, which consisted of formationinterest income of $847,992, offset by general and operatingadministrative costs.expenses of $140,167.

As of AprilJuly 30,31, 2026, the Company had $399,100$545,960 in cash and working capital deficit of $381,727.$578,305. The Company’s liquidity needs prior to the consummation of the IPO had been satisfied through a $300,000 promissory note and advances from the sponsor.Sponsor.

The Company has incurred and expects to continue to incur significant costs in pursuit of the consummation of an initial Business Combination. In addition, the Company currently has until May 11, 2027 (unless the Company extends such period) to consummate the initial Business Combination. If the Company does not complete a Business Combination within the prescribed timeline, the Company will trigger an automatic winding up, dissolution and liquidation pursuant to the terms of the Amended and Restated Memorandum and Articles of Association. In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update“Codification (“ASU”)Subtopic 2014-15,205-40, “DisclosuresPresentation of UncertaintiesFinancial aboutStatements an Entity’s Ability to Continue as a- Going Concern,Concern”, the Company has determined that it has incurred and expects to continue to incur significant costs in pursuit of its acquisition plans. There is no assurance that the Company’s plans to raise capital or to consummate a Business Combination will be successful within the CombinationCompletion Period. Window. The Company lacks the financial resources it needs to sustain operations for a reasonable period of time, which is considered to be one year from the date of the issuance of the financial statements. Therefore, management has determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the date the Company is required to liquidate. The financial statements do not include any adjustments that might result from the Company’s inability to continue as a going concern.

We granted the underwriters a 45-day option following the date of the Final Prospectus to purchase up to 1,500,000 additional Units to cover cover over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On May 20, 2026, the underwriters partially partially exercised the over-allotment option to purchase the Option Units at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on May 27, 2026. As a result of the partial exercise of the underwriters’ over-allotment option, 125,000 out of the total 375,000 ordinary shares held by the Sponsor were no longer subject to forfeiture. AsThe ofremaining 250,000 shares were subsequently forfeited for no consideration after the dateexpiration of issuance of these financial statements, the over-allotment option heldin byJune the underwriters has not yet expired.2026.

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

Critical Accounting Policies and Estimates

We prepare our unaudited financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of unaudited financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, costs and expenses and related disclosures. Making estimates requires management to exercise significant judgement. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could differ significantly from the estimates made by our management. As of AprilJuly 30,31, 2026, we have not identified any critical accounting policies and estimates.