| (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. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at www.sec.gov.
| ExhibitNo. | 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.(3) |
| 10.1 | Private 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.(3) |
| 21 | Subsidiaries of the Company.(3) |
| 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.(3) |
| (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. |
| (3) | Incorporated by reference to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 27, 2025. |
