OTGA 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 from June 12, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a 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 $1,696,575,$1,729,862, which consisted of interest earned on cash and marketable securities securities held in Trust Account of $1,986,548,$1,924,809, offset by general and administrative costs of $289,973.$194,947.

Until the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of our Class B ordinary shares, par value $0.0001 per share, by the Sponsor and loans from the Sponsor, which waswere repaid in connection with the closing of the Initial Public Offering.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $253,457.$443,974. Net income of $1,696,575$3,426,437 was affected by interest income earned on marketable securities held in the Trust Account of $1,986,548,$3,911,357, and the changes in operating assets and liabilities of $36,516$40,946 of cash provided by operating activities.

As of MarchJune 31,30, 2026, we had cash and marketable securities held in the Trust Account of $235,656,429.$237,581,238. 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 any taxes payable), 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 $539,283$348,766 held outside the Trust Account. We intend to use the funds held outside the Trust Account primarily 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.

In connection with our assessment of going concern considerations in accordance with ASC 205-40, “Going Concern,” as of MarchJune 31,30, 2026, we may need to raise additional capital through loans or additional investments from our Sponsor, shareholders, officers, directors, or third parties. Our officers, directors and Sponsor may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet our working capital needs. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all.

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 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.

The preparation of the unaudited condensed financial statements 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 unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement.judgment. 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 unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could materially differ from those estimates. AsAlthough ofthe MarchPublic 31,Warrants issued 2026,in we didconnection notwith havethe anyInitial Public Offering were valued using the Monte Carlo Simulation Method, no critical accounting estimates require todisclosure beas disclosed.of June 30, 2026..