Item 5. Market for Registrant’s Common Equity
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market
Information
Our
Units began to trade on The Nasdaq Global Market, or Nasdaq, under the symbol “ORIQU” on July 2, 2025. Our Ordinary Shares and Warrants
commenced separate trading on Nasdaq on or about August 22, 2025, under the symbols “ORIQ,” and “ORIQW,” respectively.
Holders
On March 23, 2026, there were fourteen holders of record of our Units, two holders of record of our ordinary shares,
and two holders of record of our Warrants. The number of record holders was determined from the records of our transfer agent and does
not include beneficial owners of ordinary shares whose shares are held in the names of various security brokers, dealers, and registered
clearing agencies.
Dividends
We
have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our
initial business combination. A Cayman Islands company may pay a dividend on its shares out of either profit or the share premium account,
provided that in no circumstances may a dividend be paid if following such payment the company would be unable to pay its debts as they
fall due in the ordinary course of business. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment
of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such
time. In addition, board of directors is not currently contemplating and does not anticipate declaring any other share dividends in the
foreseeable future. Further, if we incur any indebtedness in connection with our business combination, our ability to declare dividends
may be limited by restrictive covenants we may agree to in connection therewith.
Securities
Authorized for Issuance Under Equity Compensation Plans
None.
Performance
Graph
As
a smaller reporting company, we are not required to provide the information required by Regulation S-K Item 201(e).
Recent
Sales of Unregistered Securities
None.
Use
of Proceeds from Registered Offerings
On July 3, 2025, we consummated
the IPO of 6,000,000 units (the “Units”), generating gross proceeds of $60,000,000. On July 18, 2025, the underwriters fully
exercised their over-allotment option to purchase an additional 900,000 units at a purchase price of $10.00 per unit, generating additional
gross proceeds of $9,000,000.
Simultaneously with the closing
of the IPO, we consummated the sale of 355,000 Private Placement Units at a price of $10.00 per Private Placement Unit, in a private placement
to the Sponsor, generating gross proceeds of $3,550,000. Upon the full exercise of the underwriters’ over-allotment an additional
18,000 Private Placement Units were purchased by the Company’s sponsor at a price of $10.00 per Private Placement Unit generating
gross proceeds of $180,000. The Private Placement Units (and underlying securities) are identical to the units included in the Units sold
in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect
to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2)
of the Securities Act.
Following the closing of the
IPO and over-allotment option, an amount of $69,690,000 ($10.10 per Unit) from the net proceeds of the sale of the Units and the Private
Placement Units was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
There
has been no material change in the planned use of proceeds from the IPO and Private Placement as described in the Registration Statement.
Purchases
of Equity Securities by the Issuer and Affiliated Purchasers
None.
8
Item
6. [Reserved]
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.