Oxley Bridge Acquisition Ltd - 10-K Summary (Fiscal Year Ended Dec 31, 2025)
Business Context and Reporting Period
Oxley Bridge Acquisition Limited is a Cayman Islands exempted company and a Special Purpose Acquisition Company (SPAC) incorporated on August 6, 2024. The company is a blank check entity with no operating history, formed to effect a Business Combination with one or more businesses, specifically targeting global consumer and technology sectors with operations in Asia (excluding China, Hong Kong, and Macau). The reporting period covers the fiscal year ended December 31, 2025. The company consummated its Initial Public Offering (IPO) on June 26, 2025, and has until June 26, 2027, to complete an initial Business Combination.
Key Financial Metrics
- Revenue: $0 (No operating revenues generated to date).
- Net Income: $4,782,187 for the year ended December 31, 2025, primarily driven by non-operating income.
- Trust Account Balance: $258,227,025 as of December 31, 2025 (includes approximately $5,227,025 in interest/dividend income).
- Redemption Price: Approximately $10.21 per Public Share as of December 31, 2025.
- Cash and Cash Equivalents (Operating): $978,307 as of December 31, 2025.
- Working Capital: $949,300 as of December 31, 2025.
- Debt: No outstanding debt as of December 31, 2025. The IPO Promissory Note was repaid in full on June 26, 2025. No Working Capital Loans were outstanding.
- Deferred Fee: $12,045,000 payable to underwriters upon completion of a Business Combination.
Material Changes vs. Prior Period
The company transitioned from a pre-IPO entity with no assets or liabilities to a public company with significant capital raised in 2025.
- Capital Raise: Consummated an IPO of 25,300,000 Units at $10.00 per unit, generating gross proceeds of $253,000,000. Simultaneously completed a private placement of 6,400,000 warrants for $6,400,000.
- Trust Account: Established a Trust Account holding $253,000,000 initially, which grew to $258,227,025 by year-end due to investment income.
- Profitability: Shifted from a net loss of $48,833 for the period from inception to December 31, 2024, to a net income of $4,782,187 for the full year 2025.
- Liquidity: Operating cash increased from $0 to $978,307.
Guidance, Outlook, Risks, and Contingencies
Outlook and Strategy: Management intends to use the Trust Account proceeds to complete a Business Combination with a target having an enterprise value of approximately $500 million to $1.0 billion. The company has no specific target selected as of the filing date. If a Business Combination is not completed by June 26, 2027, the company will liquidate and redeem Public Shares.
Risks:
- Combination Failure: Risk of failing to identify a suitable target or consummate a transaction within the 24-month Combination Period.
- Geopolitical Instability: Conflicts in Ukraine, the Middle East, and other regions may disrupt capital markets and target operations.
- Trust Account Claims: Third-party claims could reduce the amount available for redemption, though the Sponsor has agreed to indemnify the Trust Account up to $10.00 per share (subject to exceptions).
- Delisting: Failure to meet Nasdaq's 36-month requirement could result in delisting.
- Investment Company Act: Risk of being deemed an investment company if Trust Account assets are not managed correctly.
Contingencies: The company may seek extensions to the Combination Period, subject to shareholder approval and redemption rights. It may also require additional financing to complete a transaction, which could result in dilution.
Investor Verification Checklist
- Verify the current balance and interest rate of the Trust Account to confirm the redemption price remains near $10.21.
- Confirm the status of the Sponsor's indemnification obligations regarding third-party claims against the Trust Account.
- Monitor the timeline for the Combination Period (deadline: June 26, 2027) and any potential extension proposals.
- Review the terms of the Deferred Fee ($12,045,000) and its impact on net cash available post-transaction.
- Assess the Sponsor's financial capacity to fulfill indemnification obligations if the Trust Account is depleted by claims.
- Check for any updates on the search for a target business, as no specific target has been identified.