| Item 15. | Exhibits, Financial Statement Schedules |
|---|
| (a) | The following documents are filed as part of this Report: |
|---|
See “Index to Financial Statements” at “Item 8. Financial Statements and Supplementary Data” in this Report.
| (2) | Financial Statement Schedules |
None.
We hereby file or furnish, as applicable, as part of this Report the exhibits listed in the below exhibit index:
| Exhibit No. | Description |
| 3.1 | Amended and Restated Memorandum and Articles of Association.(1) |
| 4.1 | Specimen Unit Certificate.(2) |
| 4.2 | Specimen Ordinary Share Certificate.(2) |
| 4.3 | Specimen Warrant Certificate.(2) |
| 4.4 | Warrant Agreement, dated October 25, 2024, by and between Continental Stock Transfer & Trust Company and the Registrant.(1) |
| 4.5 | Description of Registrant’s Securities.* |
| 10.1 | Private Placement Placement Units Purchase Agreement, dated October 23, 2024, by and between the Registrant and the Sponsor.(1) |
| 10.2 | Investment Management Trust Agreement, dated October 25, 2024, by and between Continental Stock Transfer & Trust Company and the Registrant.(2) |
| 10.3 | Registration and Shareholder Rights Agreement, dated October 25, 2024, by and among the Registrant, the Sponsor and certain other equityholders named therein.(2) |
| 10.4 | Letter Agreement, dated October 23, 2024, by and among the Registrant, the Sponsor and the Registrant’s officers and directors.(2) |
| 10.5 | Administrative Services and Indemnification Agreement, dated October 25, 2024, by and between the Registrant and the Sponsor.(2) |
| 10.6 | Form of Indemnity Agreement.(1) |
| 10.7 | Promissory Note, dated as of July 15, 2024, issued to Oaktree Acquisition Holdings III LS, L.P.(2) |
| 10.8 | Assignment of Promissory Note Agreement, dated September 9, 2024, between the Sponsor, Oaktree Acquisition Holdings III LS, L.P. and the Registrant.(2) |
| 10.9 | Securities Subscription Agreement, dated July 15, 2024, between the Registrant and Oaktree Acquisition Holdings III LS, L.P.(2) |
| 10.10 | Transfer and Assignment of Securities Subscription Agreement, dated September 9, 2024, between the Sponsor, Oaktree Acquisition Holdings III LS, L.P. and the Registrant.(2) |
| 10.11 | Underwriting Agreement, dated October 23, 2024, by and among the Registrant and Jefferies LLC, Citigroup Global Markets Inc. and UBS Securities LLC, as representatives of the several underwriters named therein.(1) |
| 19 | Insider Trading Policy.* |
| 21 | Subsidiaries of the Company.* |
| 31.1 | Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).* |
| 31.2 | Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).* |
| 32.1 | Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** |
| 32.2 | Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.** |
| 97 | Clawback Policy.* |
| (1) | Incorporated by reference to the Registrant’s Current Report on Form 8-K, filed with the SEC on October 25, 2024. |
| (2) | Incorporated by reference to the Registrant’s Registration Statement on Form S-1, filed with the SEC on October 4, 2024. |
