OIM

Business Context and Reporting Period

Company: OneIM Acquisition Corp. (OIM)

Reporting Period: Fiscal year ended December 31, 2025 (Inception: September 5, 2025)

Business Type: Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands.

Status: The Company is a "shell company" with no operations or revenue. It was formed to effect a business combination with one or more target businesses. The Company consummated its Initial Public Offering (IPO) on January 15, 2026, subsequent to the reporting period.

Key Financial Metrics

Material Changes and Subsequent Events

The financial statements reflect the Company's pre-IPO status. Significant capital events occurred after December 31, 2025:

• IPO Completion: On January 15, 2026, the Company sold 28,750,000 Units at $10.00 per unit, generating $287,500,000 in gross proceeds. This included the full exercise of the underwriters' over-allotment option.
• Private Placement: Simultaneously with the IPO, the Sponsor purchased 200,000 Private Placement Units for $2,000,000.
• Trust Account Funding: $287,500,000 was deposited into a Trust Account to fund the initial business combination or redemptions.
• Transaction Costs: Total transaction costs were $16,732,695, comprising $275,000 in cash underwriting fees, $15,812,500 in deferred underwriting fees, and $645,195 in other offering costs.
• Related Party Repayment: The Company repaid a $282,286 balance due to the related party (Sponsor) following the IPO.

Guidance, Outlook, and Risks

Outlook: The Company intends to use funds from the Trust Account and private placement to complete an initial business combination within 24 months (or 27 months if a definitive agreement is executed within 24 months) of the IPO closing date (January 15, 2026). If a combination is not completed, the Company will liquidate and redeem public shares.

Management Commentary: Management has broad discretion in selecting a target. The Company expects to incur significant costs related to due diligence and public company compliance. No operating revenues are expected until after a business combination.

Risks and Contingencies:

• Liquidity Risk: Prior to the IPO, the Company had no cash and relied on related party loans. Post-IPO liquidity is secured by the Trust Account and working capital held outside the Trust.
• Redemption Risk: Public shareholders may redeem shares for cash upon a business combination, potentially reducing funds available for the transaction.
• Geopolitical Risk: Ongoing conflicts (Russia-Ukraine, Israel-Hamas) and sanctions may disrupt global markets and affect the ability to identify or complete a business combination.
• Investment Company Act: The Company must ensure it does not become subject to the Investment Company Act of 1940 by limiting investments in the Trust Account to U.S. government securities or money market funds.
• Conflicts of Interest: Officers and directors have fiduciary duties to other entities (OneIM) and may have conflicts in selecting targets.

Investor Verification Checklist

• Trust Account Terms: Verify the specific withdrawal conditions for the $287,500,000 held in trust and the timeline for liquidation (24/27 months).
• Deferred Underwriting Fees: Confirm the obligation to pay $15,812,500 in deferred fees upon completion of a business combination.
• Founder Shares: Review the 20% ownership stake held by the Sponsor (7,187,500 Class B shares) and their conversion rights to Class A shares.
• Warrant Terms: Verify the exercise price of $11.50 per share and the redemption trigger price of $18.00 per share for public warrants.
• Related Party Transactions: Monitor the $10,000 monthly administrative fee paid to the Sponsor and any potential working capital loans up to $1,500,000.
• Extension Provisions: Check if the Company has the right to extend the combination period and the associated redemption rights for shareholders.