OBA

Oxley Bridge Acquisition Ltd - 10-Q Summary (Q2 2025)

Business Context and Reporting Period

Oxley Bridge Acquisition Limited is a Cayman Islands exempted company formed as a Special Purpose Acquisition Company (SPAC). The reporting period covers the three and six months ended June 30, 2025. The Company consummated its Initial Public Offering (IPO) on June 26, 2025, selling 25,300,000 Units (including the full exercise of the over-allotment option) at $10.00 per unit. The Company has not commenced any operations and is currently searching for an initial Business Combination. It is classified as an emerging growth company and a shell company.

Key Financial Metrics

Material Changes vs. Prior Period

The financial position changed significantly due to the IPO consummated on June 26, 2025, compared to the prior period ending December 31, 2024, when the Company had no operations and minimal assets.

• Assets: Total assets increased from $94,710 (deferred offering costs) to $254,511,616, driven by the placement of $253,000,000 into the Trust Account.
• Liabilities: Total liabilities increased from $118,543 to $12,113,814, primarily due to the recording of $12,045,000 in deferred underwriting commissions.
• Equity: Shareholders' deficit increased to $(10,717,547) due to the reclassification of Class A shares subject to redemption to temporary equity and the accretion of redemption value.
• Cash Flow: Net cash provided by financing activities was $254,463,784, offset by $253,000,000 used in investing activities for the Trust Account.

Outlook, Risks, and Management Commentary

Outlook and Liquidity: Management believes the Company has sufficient working capital to meet needs for at least one year from the filing date. The Company has until June 26, 2027 (24 months from IPO) to consummate a Business Combination. If unsuccessful, the Company will liquidate and redeem Public Shares at a price of approximately $10.00 per share (plus interest).

Risks and Contingencies:

• Going Concern: The filing states there is substantial doubt about the Company's ability to continue as a going concern for a period of one year from the filing date due to the need for additional financing to complete a Business Combination.
• Delisting Risk: If the Company fails to meet the Nasdaq 36-Month Requirement, its securities may be suspended and delisted.
• Share Price Risk: There is no assurance that the post-Business Combination share price will exceed the redemption price.
• Related Party Agreements: The Company pays $12,500 per month to a Sponsor affiliate for administrative services. The Sponsor has agreed to indemnify the Company for claims reducing Trust Account funds below $10.00 per share, though the Company has not verified the Sponsor's ability to satisfy this obligation.

Unusual Items: The Company recorded $115,349 in income on investments held in the Trust Account for the six-month period. No income tax provision was recorded as the Company is a Cayman Islands exempted company.

Investor Verification Checklist

• Trust Account Status: Verify the current balance of the Trust Account ($253,115,349) and confirm it is invested solely in U.S. government securities or money market funds as required.
• Extension Provisions: Review the Amended and Restated Articles for specific terms regarding the extension of the Combination Period beyond June 26, 2027, and the required shareholder vote thresholds.
• Deferred Fees: Confirm the $12,045,000 deferred underwriting fee obligation and the conditions for its payment upon a Business Combination.
• Related Party Indemnity: Assess the financial strength of the Sponsor (Oxley Bridge Holdings LLC) to satisfy potential indemnification obligations regarding Trust Account claims.
• Going Concern Assessment: Monitor the Company's cash burn rate outside the Trust Account to ensure it can sustain operations until a Business Combination or liquidation.