UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): ☐ Form 10-K ☐
Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form
N-CSR
For Period Ended: March 31, 2026
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: _____________________________________
Read Instruction (on back page) Before Preparing
Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY
THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the
filing checked above, identify the Item(s) to which the notification relates:
PART I -- REGISTRANT INFORMATION
| Full Name of Registrant |
Oxley Bridge Acquisition Limited |
| Former Name if Applicable |
N/A |
| Address of Principal Executive Office (Street and Number) |
333 Seymour Street |
| City, State and Zip Code |
Vancouver, BC Canada V6B 5A6 |
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box
if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant's statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III -- NARRATIVE
State below in reasonable detail why Forms 10-K,
20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant is unable to file
its Form 10-Q for the quarterly period ended March 31, 2026 within the prescribed time period without unreasonable effort or expense
because additional time is needed to obtain the requisite approvals in connection with filing the Form 10-Q. The Registrant anticipates that it will file its Form 10-Q within the five-day grace period provided by Rule
12b-25 of the Securities Exchange Act of 1934, as amended.
PART IV --OTHER INFORMATION
(1) Name and telephone number of person to contact
in regard to this notification
|
Jonathan Lin |
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778 |
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653-3584 |
| (Name) |
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(Area Code) |
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(Telephone Number) |
(2) Have all other periodic reports required under
Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
__________________________________________________________________________
☒ Yes ☐ No
(3) Is it anticipated that any significant change
in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
__________________________________________________________________________
☒ Yes ☐ No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
For the three months ended March 31, 2026, we
had net income of $2,116,110, which consisted of income on investments held in the Trust Account of $2,270,574 and dividend income of
$7,813, offset by formation, general and administrative expenses of $124,777 and administrative expenses – related party of $37,500.
For the three months ended March 31, 2025, we
had net loss of $12,962, which consisted of formation, general and administrative expenses.
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Oxley Bridge Acquisition Limited |
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(Name of Registrant as Specified in Charter) |
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has caused this notification to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: May 18, 2026 |
By: |
/s/ Jonathan Lin |
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Jonathan Lin |
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Chief Executive Officer |
