ONCH Annual Report 2025: Detailed Investor Update

1. Company Overview

ONCH is a blank check company, incorporated as a Cayman Islands exempted company on December 13, 2024. Its purpose is to consummate a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The company completed its Initial Public Offering (IPO) on July 3, 2025, and is traded on the Nasdaq under the symbols ONCHU (units), ONCH (Class A Ordinary Shares), and ONCHW (warrants).

2. Financial Position and Market Listing

As of December 31, 2025, ONCH had \$164,287,500 available for its initial business combination, net of \$8,212,500 for the deferred underwriting fee. The company offers a target ample flexibility, including options for liquidity events, capital for growth/expansion, and balance sheet strengthening. However, the report notes that no third-party financing has been secured, and there is no assurance it will be available.

The company is registered on the Nasdaq Stock Market LLC, with the following securities:

• Units (ONCHU): Each consisting of one Class A Ordinary Share and one-quarter of one Redeemable Warrant.
• Class A Ordinary Shares (ONCH): Par value \$0.0001 per share.
• Redeemable Warrants (ONCHW): Each whole warrant exercisable for one Class A Ordinary Share at \$11.50 per share.

As of March 18, 2026, there were 17,250,000 Class A Ordinary Shares and 4,312,500 Class B Ordinary Shares outstanding.

3. Acquisition Strategy and Criteria

ONCH’s acquisition strategy is not limited to any particular industry or geographic sector, but the company plans to focus on the digital assets and blockchain space, with deal targets typically having an enterprise value greater than \$1.0 billion.

• Industry Leaders: Seeking companies that disrupt sectors with innovative technology.
• Public Market Advantages: Targeting companies that can benefit from access to public markets for strategic growth, acquisitions, and balance sheet strength.
• Strong Leadership: Emphasis on robust management teams and the possibility for team enhancement.
• Proven Business Models: Focusing on companies with established products, recurring revenue, and reinvestment in growth.

The company reserves the right to acquire targets outside these criteria if deemed appropriate, with full disclosure to shareholders if such a situation arises.

4. Shareholder Rights and Business Combination Process

ONCH will provide public shareholders the right to redeem all or a portion of their Class A Ordinary Shares upon completion of a business combination, either via shareholder vote or a tender offer. In some circumstances, ONCH may proceed without a shareholder vote, depending on regulatory requirements or company discretion.

Shareholder approval is required if:

• The company issues shares equal to or exceeding 20% of outstanding Ordinary Shares (other than in a public offering).
• Directors, officers, or substantial shareholders have a 5% or greater interest in the target business, or collectively 10% or more.
• The issuance of shares results in a change of control.

In other cases, the decision to seek approval will be based on factors such as timing, cost, and legal/business considerations.

5. Potential for Additional Financing and Dilution

ONCH may require additional financing to complete its initial business combination if the trust proceeds are insufficient or if a significant number of shares are redeemed. Additional financing could include issuing new securities or incurring debt, which may dilute existing shareholders or impose operational restrictions through covenants.

Anti-dilution rights for founder shares mean public shareholders could see their stakes diluted if additional equity is raised.

6. Regulatory Developments: 2024 SPAC Rules

The SEC adopted new SPAC rules effective July 1, 2024, which require:

• Enhanced disclosures regarding SPAC sponsors and related parties.
• Greater transparency in business combination transactions, including dilution and conflict of interest disclosures.
• Both the SPAC and the target company to be co-registrants for registration statements.
• Guidance on SPACs potentially falling under the Investment Company Act based on business purpose, asset composition, and management activities.

Potential Impact: These rules may materially affect ONCH’s ability to complete a business combination, potentially increasing costs and time to close a transaction. This could impact the share price if regulatory delays or increased costs arise.

7. Other Noteworthy Shareholder Considerations

• ONCH is a non-accelerated filer and a smaller reporting company; it is not a well-known seasoned issuer.
• No restatements or error corrections to financial statements were reported for 2025.
• The company has not secured third-party financing as of the report date.
• Sponsor, directors, officers, and affiliates may purchase public shares or warrants in the open market or private transactions, but such purchases must follow strict SEC rules and will be disclosed in SEC filings.
• The company’s structure allows flexibility in the form of consideration for business combinations (cash, equity, debt, or combinations), which provides strategic options but may also increase complexity.

8. Forward-Looking Statements and Risks

The report contains numerous forward-looking statements regarding the company’s strategy, regulatory developments, market conditions, and the potential performance of future business combinations. Risks and uncertainties may cause actual results to differ materially from those indicated. Key risks include:

• Regulatory changes and compliance costs.
• Inability to identify or close a suitable business combination within the specified timeline.
• Risks related to additional financing, dilution, and redemption of shares.
• Market volatility and liquidity of public shares and warrants.
• Operational and leadership execution risks at both ONCH and any acquired business.

Shareholders are encouraged to review the “Risk Factors” section in detail.

Conclusion: Potential Price-Sensitive Information

• Regulatory Risk: The new 2024 SEC SPAC rules may materially impact ONCH’s ability to close a business combination and could increase costs or cause delays.
• Financial Flexibility and Dilution: Potential need for additional financing and the possibility of dilution for public shareholders if the company issues new securities or incurs debt.
• Redemption Rights: Shareholder ability to redeem shares at business combination could impact liquidity and share price, especially if a high number of redemptions occur.

Investors should closely monitor announcements regarding business combination targets, regulatory updates, and any new financing arrangements as these could be significant price movers for ONCH shares.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should consult the original filings and their own advisors before making investment decisions. Forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from expectations.

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