Osprey Acquisition Corp. III完成3億美元IPO 資金存入信託賬戶

EX-99.1
2
ea029732001ex99-1.htm
BALANCE SHEET AS OF JULY 2, 2026

 

Exhibit
99.1

 

OSPREY
ACQUISITION CORP. III

INDEX
TO FINANCIAL STATEMENT

 

 
  
 Page

 
 Financial
 Statement of Osprey Acquisition Corp. III:
  

 
 Report
 of Independent Registered Public Accounting Firm
 F-2

 
 Balance
 Sheet as of July 2, 2026
 F-3

 
 Notes
 to Financial Statement
 F-4

 
 

 F-1

 

 

 

REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To
the Board of Directors and Shareholders of

Osprey
Acquisition Corp. III:

 

Opinion
on the Financial Statement

 

We
have audited the accompanying balance sheet of Osprey Acquisition Corp. III (the “Company”) as of July 2, 2026,
and the related notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents
fairly, in all material respects, the financial position of the Company as of July 2, 2026, in conformity with accounting principles
generally accepted in the United States of America.

 

Basis
for Opinion

 

This
financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (the “PCAOB”) and are required to be independent with respect to the Company in accordance with the
U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of
our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing
an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our
audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides
a reasonable basis for our opinion.

 

/s/
WithumSmith+Brown, PC

 

We
have served as the Company’s auditor since 2026.

 

New York,
New York

July
9, 2026

 

 F-2

 

 

 

OSPREY
ACQUISITION CORP. III

BALANCE SHEET

JULY 2, 2026

 

 
 Assets 
   

 
 Current assets 
   

 
 Cash 
 $1,416,915 

 
 Prepaid expenses and insurance 
  141,485 

 
 Total current assets 
  1,558,400 

 
 Long-term prepaid insurance 
  121,685 

 
 Cash held in Trust Account 
  300,150,000 

 
 Total Assets 
 $301,830,085 

 
   
    

 
 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit 
    

 
 Current liabilities 
    

 
 Accrued expenses 
 $19,250 

 
 Accrued offering costs 
  80,000 

 
 Total current liabilities 
  99,250 

 
 Deferred underwriting fee 
  12,789,000 

 
 Total Liabilities 
  12,888,250 

 
   
    

 
 Commitments and Contingencies (Note 6) 
    

 
 Class A ordinary shares subject to possible redemption, $0.0001 par value; 30,015,000 shares at redemption value of $10.00 per share 
  300,150,000 

 
   
    

 
 Shareholders’ Deficit 
    

 
 Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding 
  — 

 
 Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 747,000 shares issued and outstanding (excluding 30,015,000 shares subject to possible redemption) 
  75 

 
 Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 10,254,000 shares issued and outstanding(1) 
  1,025 

 
 Additional paid-in capital 
  — 

 
 Accumulated deficit 
  (11,209,265)

 
 Total Shareholders’ Deficit 
  (11,208,165)

 
 Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit 
 $301,830,085 

 

 

 

(1)On
July 2, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As
a result, the 1,305,000 founder shares are no longer subject to forfeiture (Note 7).

 

The
accompanying notes are an integral part of the financial statement.

 

 F-3

 

 

 

OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 1 — Organization
and Business Operations

 

Osprey
Acquisition Corp. III (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company
with limited liability on January 27, 2026. The Company was incorporated for the purpose of effecting a merger, amalgamation, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business
Combination”). The Company has not selected any specific Business Combination target, and the Company has not, nor has anyone on
its behalf, engaged in any substantive discussions, directly or indirectly, with any Business Combination target with respect to an initial
Business Combination with the Company.

 

As
of July 2, 2026, the Company has not commenced any operations. All activity for the period from January 27, 2026 (inception) through
July 2, 2026 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), as
described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income on the proceeds derived from the Initial
Public Offering and placed in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end.

 

The
Company’s sponsor is Osprey Acquisition Sponsor III, LLC (the “Sponsor”). The registration statement for the Company’s
Initial Public Offering was declared effective on June 30, 2026. On July 2, 2026, the Company consummated the Initial Public Offering
of 30,015,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the
“Public Shares”) which includes the full exercise by the underwriters of their over-allotment option in the amount of 3,915,000
Units, at $10.00 per Unit, generating gross proceeds of $300,150,000. Each Unit consists of one Class A ordinary share, and one-third
of one redeemable warrant (“Public Warrants”). Each whole Public Warrant entitles the holder to purchase one Class A
ordinary share at a price of $11.50 per share, subject to adjustment.

 

Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 747,000 private placement units (the
“Private Placement Units”), at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor and to
Cantor Fitzgerald & Co., the representative of the underwriters in the Initial Public Offering, generating gross proceeds of
$7,470,000. Of those 747,000 Private Placement Units, the Sponsor purchased 486,000 Private Placement Units and Cantor Fitzgerald
& Co. purchased 261,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share
(“Private Placement Share”) and one-third of one warrant (“Private Placement Warrant”). Each whole Private
Placement Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share. 

 

Transaction
costs amounted to $18,575,142, consisting of $5,220,000 of cash underwriting fee, $12,789,000 of deferred underwriting fee and $566,142
of other offering costs.

 

The
Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least
80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes
payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However,
the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding
voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register
as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There
is no assurance that the Company will be able to successfully effect a Business Combination.

 

Following
the closing of the Initial Public Offering on July 2, 2026, an amount of $300,150,000 ($10.00 per Unit) from the net proceeds of the
sale of the Units, and a portion of the net proceeds from the sale of the Private Placement Units was placed in a trust account (the
“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and
which initially will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government
treasury obligations; the holding of these assets in this form is intended to be temporary and for the sole purpose of facilitating the
intended Business Combination. To mitigate the risk that the Company might be deemed to be an investment company for purposes of the
Investment Company Act, which risk increases the longer that the Company holds investments in the Trust Account, the Company may, at
any time (based on the management team’s ongoing assessment of all factors related to the Company’s potential status under
the Investment Company Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds
in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

 

 F-4

 

 

 

OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 1 — Organization
and Business Operations (cont.)

 

Except
with respect to interest earned on the funds held in the Trust Account that may be released to the Company to fund the working capital
requirements, subject to an annual limit of $250,000 of the interest earned on the funds held in the Trust Account (with an overall limit
of $500,000), and to pay its taxes, if any (other than excise or similar taxes) (such amounts in the aggregate, “permitted withdrawals”),
and up to $100,000 of interest income to pay dissolution expenses, the proceeds from the Initial Public Offering and the sale of the
Private Placement Units will not be released from the Trust Account until the earliest of (i) the completion of the Company’s
initial Business Combination, (ii) the redemption of the Company’s Public Shares if the Company is unable to complete the
initial Business Combination within 24 months from the closing of the Initial Public Offering or by such earlier liquidation date
as the Company’s board of directors may approve (the “Completion Window”), subject to applicable law, or (iii) the
redemption of the Company’s Public Shares properly submitted in connection with a shareholder vote to amend the Company’s
amended and restated memorandum and articles of association to (A) modify the substance or timing of the Company’s obligation
to allow redemption in connection with the initial Business Combination or to redeem 100% of the Company’s Public Shares if the
Company has not consummated an initial Business Combination within the Completion Window or (B) with respect to any other material
provisions relating to the rights of holders of Class A ordinary shares or pre-initial Business Combination activity. The proceeds
deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority
over the claims of the Company’s public shareholders.

 

The
Company will provide the Company’s public shareholders with the opportunity to redeem all or a portion of their Public Shares upon
the completion of the initial Business Combination either (i) in connection with a general meeting called to approve the initial
Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will
seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in
its discretion. The public shareholders will be entitled to redeem their shares at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business
Combination, including interest earned on the funds held in the Trust Account (less taxes payable (other than excise or similar taxes)),
divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described in the Company’s
amended and restated memorandum and articles of association. The Company will not use the proceeds placed in the Trust Account, or the
interest earned on the proceeds placed in the Trust Account, to pay for possible excise or similar taxes that may be levied on the Company
pursuant to any current, pending or future rules or laws, including any excise tax due under the Inflation Reduction Act of 2022
on any redemptions or stock buybacks by the Company, prior to the release of such funds from the Trust Account upon the initial Business
Combination. The amount in the Trust Account is initially anticipated to be $10.00 per Public Share.

 

The
Public Shares subject to redemption were recorded at a redemption value and classified as temporary equity upon the completion of the
Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

 

The
Company will have only the duration of the Completion Window to complete the initial Business Combination. However, if the Company is
unable to complete its initial Business Combination within the Completion Window, the Company will as promptly as reasonably possible
but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account (net of permitted
withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which
redemption will constitute full and complete payment for the Public Shares and completely extinguish public shareholders’ rights
as shareholders (including the right to receive further liquidation or other distributions, if any), subject to the Company’s obligations
under Cayman Islands law to provide for claims of creditors and subject to the other requirements of applicable law.

 

The
Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they
have agreed to (i) waive their redemption rights with respect to their founder shares, Private Placement Shares and Public Shares
in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their
founder shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated memorandum and articles of association; (iii) waive their rights to liquidating distributions from the Trust
Account with respect to their founder shares and Private Placement Shares if the Company fails to complete the initial Business Combination
within the Completion Window, although they will be entitled to liquidating distributions from the Trust Account with respect to any
Public Shares they hold if the Company fails to complete the initial Business Combination within the Completion Window and to liquidating
distributions from assets outside the Trust Account; and (iv) vote any founder shares and Private Placement Shares held by them
and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately negotiated transactions,
aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under the Securities Exchange Act of
1934, as amended (the “Exchange Act”), which would not be voted in favor of approving the Business Combination) in favor
of the initial Business Combination.

 

 F-5

 

 

 

OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 1 — Organization
and Business Operations (cont.)

 

The
Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services
rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of
intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account
to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as
of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets,
less taxes payable (other than excise or similar taxes), provided that such liability will not apply to any claims by a third party or
prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such
waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public
Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
Act”). However, the Company has not asked the Sponsor to reserve for such indemnification obligations, nor has the Company independently
verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and the Company believes that the Sponsor’s
only assets are securities of the Company. Therefore, the Company cannot assure you that the Sponsor would be able to satisfy those obligations.

 

Note 2 — Significant
Accounting Policies

 

Basis
of Presentation

 

The
accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of
America (“U.S. GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission
(the “SEC”).

 

Liquidity
and Capital Resources 

 

The
Company’s liquidity needs up to July 2, 2026 had been satisfied through the loan under an unsecured promissory note from the
Sponsor of up to $300,000 (see Note 5). As of July 2, 2026, the Company had $1,416,915 in cash and working capital of
$1,459,150.

 

In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working
Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event
that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay
the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $2,500,000 of
such Working Capital Loans may be convertible into Private Placement Units of the post-Business Combination entity at a price of $10.00 per
unit at the option of the lender. As of July 2, 2026, no such Working Capital Loans were outstanding.

 

In
connection with the Company’s assessment of going concern considerations in accordance with FASB ASC 205-40, “Presentation
of Financial Statements - Going Concern,” the Company does not believe it will need to raise additional funds in order to meet
the expenditures required for operating its business. However, if the estimate of the costs of identifying a target business, undertaking
in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have
insufficient funds available to operate its business prior to the initial Business Combination. The Company has the Completion Window
to complete the initial Business Combination. Management has determined that based on the completion of the Initial Public Offering,
the Company has sufficient funds to finance the working capital needs of the Company within one year from the date of issuance of the
accompanying financial statement.

 

 F-6

 

 

 

OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 2 — Significant
Accounting Policies (cont.)

 

Emerging
Growth Company Status

 

The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure
obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

 

Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not
to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.

 

Use
of Estimates

 

The
preparation of the financial statement in conformity with U.S. GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement.
Actual results could differ from those estimates.

 

Cash
and Cash Equivalents

 

The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had cash of $1,416,915 and did not have any cash equivalents as of July 2, 2026.

 

Cash
Held in Trust Account

 

As
of July 2, 2026, the assets held in the Trust Account, amounting to $300,150,000, were held in cash.

 

Concentration
of Credit Risk

 

Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access
to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

 

Offering
Costs

 

The
Company complies with the requirements of the FASB ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses
of Offering.” Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.
FASB ASC 470-20, “Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of
convertible debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds
from the Units between Public Shares and warrants, using the residual method by allocating Initial Public Offering proceeds first
to assigned value of the warrants and then to the Public Shares. Offering costs allocated to the Public Shares subject to possible redemption
were charged to temporary equity, and offering costs allocated to the warrants included in the Public Units and Private Placement
Units were charged to shareholders’ deficit as the warrants, after management’s evaluation, were accounted for under
equity treatment.

 

Fair
Value of Financial Instruments

 

The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term
nature except for warrants (Note 8).

 

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OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 2 — Significant
Accounting Policies (cont.)

 

Class
A Ordinary Shares Subject to Possible Redemption

 

The
Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In
accordance with FASB ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption
provisions are not solely within the control of the Company. The Company will recognize changes in redemption value immediately as they
occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. The
change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available)
and accumulated deficit. Accordingly, as of July 2, 2026, Class A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As of July 2, 2026,
the Public Shares subject to possible redemption reflected in the balance sheet are reconciled in the following table: 

 

 
 Gross proceeds 
 $300,150,000 

 
 Less: 
    

 
 Proceeds allocated to Public Warrants 
  (5,202,600)

 
 Public Shares issuance cost 
  (18,239,663)

 
 Plus: 
    

 
 Remeasurement of carrying value to redemption value 
  23,442,263 

 
 Class A ordinary shares subject to possible redemption, July 2, 2026 
 $300,150,000 

 

 

Income
Taxes

 

The
Company accounts for income taxes under FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach
to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between
the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted
tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are
established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

FASB
ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement
of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely
than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is
the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. As of July 2, 2026, there were no unrecognized tax benefits and no amounts accrued for interest and penalties.
The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation
from its position.

 

The
Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently
not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s
tax provision was zero for the period presented.

 

Warrant
Instruments

 

The
Company accounts for the warrants issued in connection with the Initial Public Offering and the private placement in accordance with
the guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified
the warrant instruments under equity treatment at their assigned values. There are 10,254,000 warrants currently outstanding as of July
2, 2026.

 

 F-8

 

 

 

OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 2 — Significant
Accounting Policies (cont.)

 

Recent
Accounting Pronouncements

 

Management
does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statement.

 

Note 3 — Initial
Public Offering

 

Pursuant
to the closing of the Initial Public Offering on July 2, 2026, the Company sold 30,015,000 Units, which includes the full exercise
by the underwriters of their over-allotment option of 3,915,000 at a purchase price of $10.00 per Unit, generating gross proceeds of
$300,150,000. Each Unit consists of one Class A ordinary share, and one-third of one redeemable Public Warrant. Each whole Public
Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

 

Warrants — As
of July 2, 2026, there were 10,254,000 warrants outstanding including 10,005,000 Public Warrants and 249,000 Private Placement Warrants.
Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment
as discussed herein. The Public Warrants cannot be exercised until the later of 30 days after the completion of the initial Business
Combination and 12 months from the closing of the Initial Public Offering, and will expire at 5:00 p.m., New York City time,
five years after the completion of the initial Business Combination or earlier upon redemption or liquidation.

 

The
Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares
underlying the warrants is then effective and a prospectus relating thereto is current. No warrant will be exercisable and the Company
will not be obligated to issue a Class A ordinary share upon exercise of a warrant unless the Class A ordinary share issuable
upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence
of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied
with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value
and expire worthless. In no event will the Company be required to net cash settle any warrant.

 

Under
the terms of the warrant agreement, the Company has agreed that, as soon as practicable, but in no event later than 20 business days
after the closing of its Business Combination, it will use commercially reasonable efforts to file with the SEC a registration statement
covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants
and thereafter will use its commercially reasonable efforts to cause the same to become effective within 60 business days following
the Company’s initial Business Combination and to maintain a current prospectus relating to the Class A ordinary shares issuable
upon exercise of the warrants until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration
statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th)
business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective
registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise
warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding
the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange
such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the
Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis”
in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required
to file or maintain in effect a registration statement, and in the event the Company does not so elect, the Company will use its commercially
reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

 

 F-9

 

 

 

OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 3 — Initial
Public Offering (cont.)

 

If
the holders exercise their Public Warrants on a cashless basis, they would pay the warrant exercise price by surrendering the warrants
for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A
ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” of the Class A ordinary
shares over the exercise price of the warrants by (y) the fair market value. The “fair market value” is the average
reported closing price of the Class A ordinary shares for the 10 trading days ending on the third trading day
prior to the date on which the notice of exercise is received by the warrant agent or on which the notice of redemption is sent to the
holders of warrants, as applicable.

 

Redemption
of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00. The Company may redeem
the outstanding warrants:

 

●in
whole and not in part;

 

●at
a price of $0.01 per warrant;

 

●upon
a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

 

●if,
and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to
the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30-trading day
period commencing at least 30 days after completion of the Company’s initial Business Combination and ending three business days
before the Company sends the notice of redemption to the warrant holders.

 

Additionally,
if the number of outstanding Class A ordinary shares is increased by a share capitalization payable in Class A ordinary shares,
or by a subdivision of ordinary shares or other similar event, then, on the effective date of such share capitalization, subdivision or
similar event, the number of Class A ordinary shares issuable on exercise of each warrant will be increased in proportion to such
increase in the outstanding ordinary shares. A rights offering made to all or substantially all holders of ordinary shares entitling
holders to purchase Class A ordinary shares at a price less than the fair market value will be deemed a share capitalization of
a number of Class A ordinary shares equal to the product of (i) the number of Class A ordinary shares actually sold in
such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable
for Class A ordinary shares) and (ii) the quotient of (x) the price per Class A ordinary share paid in such rights
offering and (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or
exercisable for Class A ordinary shares, in determining the price payable for Class A ordinary shares, there will be taken
into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair
market value means the volume weighted average price of Class A ordinary shares as reported during the ten (10) trading day
period ending on the trading day prior to the first date on which the Class A ordinary shares trade on the applicable
exchange or in the applicable market, regular way, without the right to receive such rights.

 

Note 4 — Private
Placement

 

Simultaneously
with the closing of the Initial Public Offering on July 2, 2026, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate
of 747,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating gross proceeds of $7,470,000. Of
those 747,000 Private Placement Units, the Sponsor purchased 486,000 Private Placement Units and Cantor Fitzgerald & Co.
purchased 261,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share and one-third of one
Private Placement Warrant. Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at a
price of $11.50 per share, subject to adjustment.

 

 F-10

 

 

 

OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 4 — Private
Placement (cont.)

 

The
Private Placement Units are identical to the Public Units sold in the Initial Public Offering, so long as they are held by
the Sponsor, Cantor Fitzgerald & Co., or their permitted transferees. The Private Placement Units (i) may not (including
the Class A ordinary shares issuable upon exercise of the warrants contained in the Private Placement Units), subject to certain
limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination,
(ii) will be entitled to registration rights and (iii) with respect to Private Placement Units held by Cantor Fitzgerald &
Co., will not be exercisable more than five years from the commencement of sales in the Initial Public Offering in accordance with
Financial Industry Regulatory Authority Rule 5110(g)(8).

 

The
Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they
have agreed to (i) waive their redemption rights with respect to their founder shares, Private Placement Shares and Public Shares
in connection with the completion of the initial Business Combination; (ii) waive their redemption rights with respect to their
founder shares, Private Placement Shares and Public Shares in connection with a shareholder vote to approve an amendment to the Company’s
amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company has not
consummated an initial Business Combination within the Completion Window or (B) with respect to any other material provisions relating
to the rights of holders of Class A ordinary shares or pre-initial Business Combination activity; (iii) waive their rights
to liquidating distributions from the Trust Account with respect to their founder shares and Private Placement Shares if the Company
fails to complete the initial Business Combination within the Completion Window, although they will be entitled to liquidating distributions
from the Trust Account with respect to any Public Shares they hold if the Company fails to complete the initial Business Combination
within the Completion Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any founder shares
and Private Placement Shares held by them and any Public Shares purchased during or after the Initial Public Offering (including in open
market and privately negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5
under the Exchange Act, which would not be voted in favor of approving the Business Combination) in favor of the initial Business
Combination.

 

Note 5 — Related
Party Transactions

 

Founder
Shares

 

On
February 2, 2026, the Sponsor made a capital contribution of $25,000, or approximately $0.002 per share, to cover certain of the
Company’s expenses, for which the Company issued 10,279,000 founders shares to the Sponsor. On May 1, 2026, for no consideration,
the Sponsor forfeited 25,000 founder shares to the Company, as a result of which the Sponsor holds an aggregate of 10,254,000 founder
shares. All share and per-share data have been retrospectively presented. Up to 1,305,000 of the founder shares may be surrendered by
the Sponsor for no consideration depending on the extent to which the underwriters’ over-allotment option is exercised. On July
2, 2026, the underwriters exercised their over-allotment option in full as part of the closing of the Initial Public Offering. As a result,
the 1,305,000 founder shares are no longer subject to forfeiture.

 

The
Company’s initial shareholders have agreed not to transfer, assign or sell any of their founder shares and any Class A ordinary
shares issued upon conversion thereof until the earlier to occur of (i) one year after the completion of the initial Business Combination
or (ii) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial
Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary
shares for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements
of the Company’s initial shareholders with respect to any founder shares (the “Lock-up”). Notwithstanding the foregoing,
if (1) the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day
period commencing at least 150 days after the initial Business Combination or (2) if the Company consummates a transaction
after the initial Business Combination which results in the Company’s shareholders having the right to exchange their shares for
cash, securities or other property, the founder shares will be released from the Lock-up.

 

 F-11

 

 

 

OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 5 — Related
Party Transactions (cont.)

 

Promissory
Note — Related Party

 

On
February 2, 2026, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to be used for a portion of the expenses
of the Initial Public Offering. The loan was non-interest bearing, unsecured and due at the earlier of December 31, 2026 or the
closing of the Initial Public Offering. As of July 2, 2026, the Company repaid the total outstanding borrowings under the promissory
note amounting to $175,000. Borrowing against the promissory note is no longer available.

 

Administrative
Services Agreement

 

Commencing
on June 30, 2026, the effective date of the Initial Public Offering, the Company entered into an agreement with an affiliate of the Sponsor
to pay an aggregate of $30,000 per month for office space, utilities, and secretarial and administrative support. Upon completion of
an initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of July 2, 2026, an amount of $3,000
has been accrued for these services in the Company’s balance sheet.

 

Service
Agreement

 

The
Company has agreed, commencing on June 30, 2026, the effective date of the Initial Public Offering, through the earlier of the Company’s
consummation of an initial Business Combination or its liquidation, to pay its Chief Financial Officer up to $12,500 per month. As of
July 2, 2026, an amount of $1,250 has been accrued for these services in the Company’s balance sheet.

 

Working
Capital Loans

 

In
order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of
the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes
a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from
the Trust Account would be used to repay the Working Capital Loans. Up to $2,500,000 of such Working Capital Loans may be convertible
into Private Placement Units of the post-Business Combination entity at a price of $10.00 per unit at the option of the lender.
As of July 2, 2026, no such Working Capital Loans were outstanding.

 

Note 6 — Commitments
and Contingencies

 

Risks
and Uncertainties

 

The
United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from
the ongoing Russia-Ukraine conflict and the ongoing Middle East conflict. In response to the ongoing Russia-Ukraine conflict, the North
Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States,
the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus
and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank
Financial Telecommunication payment system. Certain countries, including the United States, have also provided and may continue
to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The
invasion of Ukraine by Russia and the Middle East conflict and the resulting measures that have been taken, and could be taken in the
future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries
have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact
of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity
prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally,
any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity
in capital markets.

 

 F-12

 

 

 

OSPREY
ACQUISITION CORP. III

NOTES TO FINANCIAL STATEMENT

JULY 2, 2026

 

Note 6 — Commitments
and Contingencies (cont.)

 

Any
of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions
resulting from the Russian invasion of Ukraine, the Middle East conflict and subsequent sanctions or related actions, could adversely
affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate
an initial Business Combination.

 

Registration
Rights

 

The
holders of the founder shares, Private Placement Units and the Class A ordinary shares underlying the warrants contained in
such Private Placement Units and Units that may be issued upon conversion of the Working Capital Loans have registration rights
to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the Company
acquired by them prior to the consummation of the initial Business Combination purs