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

As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in the Report. However, for detailed descriptions of the risks relating to our Company, see the section titled “Risk Factors” contained in our (i) IPO Registration StatementStatement, and (ii) 2025 Annual Report.Report, and (iii) Quarterly Report on Form 10-Q for the three months ended March 31, 2026. As of the date of the Report, there have been no material changes with respect to those risk factors, other than as set forth below.factors. Any of these previously disclosed risk factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risks not presently known to us or that we currently deem immaterial may also affect our ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto included in this Report under Item 1. “Financial StatementsStatements.”.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from October 9, 2024 (inception) through March 31,June 30, 2026 have been (i) organizational activities and (ii) activities relating to (x) the Initial Public Offering and (y) identifying and evaluating prospective acquisition candidates and activities in connection with the initial Business Combination. We will not generate any operating revenues until after completion of our initial Business Combination. We have generated non-operating income in the form of interest income on investments held in the Trust Account after the Initial Public Offering. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance, among other things), as well as for due diligence expenses.

For the three months ended March 31,June 30, 2026, we had net income of $2,086,627,$2,205,496, which consists of interest earned on marketable securitiesinvestments held in the Trust Account of $2,254,719,$2,348,191, offset by formation, general and administrative costs of $168,092.$142,695.

For the three months ended March 31,June 30, 2025, we had net lossincome of $25,100,$843,353, consistingwhich entirelyconsisted of interest income on investments held in the Trust Account of $970,067, offset by offset by formation, general and administrative costs.costs of $126,714.

Liquidity andLiquidity, Capital Resources and Going Concern

For the threesix months ended March 31,June 30, 2026, net cash used in operating activities was $173,417.$290,335. Net income of $2,086,627$4,292,123 was impacted by interest earned on marketable securities held in the Trust Account of $2,254,719.$4,602,910. Changes in operating assets and liabilities usedprovided $5,325$20,452 of cash from operating activities.

For the threesix months ended March 31,June 30, 2025, net cash used in operating activities was $0.$357,152. Net lossincome of $25,100$818,253 was impacted by interest earned on marketable securities held in the Trust Account of $970,067 and payment of generaloperation andcosts administrative costs.through the IPO Promissory Note of $25,100. Changes in operating assets and liabilities provided $25,100$230,438 of cash from operating activities.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $261,495,780$263,843,971 (including approximately $2,254,719$10,843,971 of interest income) consisting of 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. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of income 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 $691,167.$574,249. We 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.

Our liquidity needs through March 31,June 30, 2026 have been satisfied through (i) a contribution of $25,000 from our Sponsor in exchange for the issuance of our Founder Shares, (ii) a loan pursuant to the IPO Promissory Note, and (iii) the net proceeds from the Initial Public Offering and the Private Placement held outside the Trust Account.

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us Working Capital Loans, as may be required. If we complete a Business Combination, we will repay such Working Capital Loans. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be converted into units of the post-Business Combination entity at a price of $10.00 per unit. Such units (and underlying securities) would be identical to the Private Placement Units (and underlying securities). Other than as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such Working Capital Loans. As of MarchJune 31,30, 2026 and December 31, 2025, we did not have any borrowings under any Working Capital Loans.

Commencing on May 21, 2025, and until the completion of our Business Combination or liquidation, we may reimburse an affiliate of our Sponsor $10,000 per month for office space, utilities, and secretarial and administrative support pursuant to the Administrative Services Agreement. As ofFor Marchthe 31,three and six months ended June 30, 2026, wethe Company incurred and paid $30,000 and $60,000, respectively, in fees for these services,services. ofFor whichthe $10,000three wasand includedsix months ended June 30, 2025, the Company incurred and paid $20,000 in accruedfees expensesfor inthese the balance sheets of the unaudited condensed financial statements included elsewhere in this Report.services.

The preparation of the unaudited condensed financial statements and notes thereto included elsewhere in this Report in conformity with GAAP requires Management to make estimates and assumptions that affect the reported amounts of assets and liabilities, income and expenses, and the disclosure of contingent assets and liabilities, in our unaudited condensed financial statements. These accounting estimates require the use of assumptions about matters, some of which are highly uncertain at the time of estimation. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments, and we evaluate these estimates on an ongoing basis. To the extent actual experience differs from the assumptions used, our unaudited condensed financial statements and notes thereto included elsewhere in this Report could be materially affected. We believe that the following accounting policies involve a higher degree of judgment and complexity. As of MarchJune 31,30, 2026, we did not have any critical accounting estimates to be disclosed.

We apply the two-class method in calculating earnings per share. NetWe incomehave pertwo Ordinaryclasses Share,of basicordinary andshares, dilutedwhich forare redeemablereferred to as Class A Ordinary Sharesordinary isshares calculatedand byClass dividingB ordinary shares. Income and losses are shared pro rata between the interesttwo income earned on the Trust Account by the weighted average numberclasses of redeemable Class A Ordinary Shares outstanding since original issuance.shares. Net income per Ordinaryordinary Share, basic and diluted for Class A and non-redeemable Class B Ordinary Sharesshare is calculated by dividing the net income, less income attributable to redeemable Class A Ordinary Shares, by the weighted average numberordinary of Class A and non-redeemable Class B Ordinary Sharesshares outstanding for the periodsrespective presented.period.