UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 228, 2025

Oxley Bridge Acquisition Limited

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42713		98-~~181002~~1810002
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

333 Seymour Street
Vancouver, BC V6B 5A6,
Canada

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (778) 653-3584

Not Applicable

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	OBAWU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	OBA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	OBAWW	The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 85.~~01.~~02 ~~Other~~Departure ~~Events~~of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~June~~July 2628, 2025, ~~Oxley~~the ~~Bridge~~Oxley Bridge Acquisition Limited (the “Company”) ~~consummated~~appointed ~~its~~Jingjing ~~initial public offering~~ (~~“IPO”~~Jessie) ofYan ~~25,300,000 units~~as (the ~~“Units”),~~President ~~including 3,300,000 Units issued pursuant to the exercise in full by the underwriters~~ of ~~their over-allotment option. Each Unit consists of one Class A ordinary share of~~ the Company~~, par value $0~~.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant of the Company (each, a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $253,000,000.

~~Simultaneously~~Ms. ~~with~~Yan ~~the~~has ~~closing~~18 years of ~~the~~investment, ~~IPO~~strategic, ~~the~~and ~~Company~~legal ~~completed~~experience, ~~the~~including mergers and acquisitions, private ~~sale~~equity ~~(the~~investments, ~~“Private~~capital ~~Placement”)~~markets oftransactions, and anfund ~~aggregate~~management. ofMs. 6Yan has served as Partner and General Counsel at Lunar Capital,~~400~~ a private equity buyout fund,~~000~~ ~~warrants~~since November ~~(the~~2015. ~~“Private~~In ~~Placement~~this ~~Warrants”)~~capacity, Ms. Yan partners closely with ~~each~~the ~~Private~~Managing ~~Placement~~Partner ~~Warrant~~in ~~exercisable~~driving toand ~~purchase~~implementing ~~one~~the ~~Class~~firm’s Astrategic ~~ordinary~~vision, ~~share~~operational atinitiatives ~~$11.50~~and ~~per~~sourcing ~~share~~new opportunities. OfShe ~~the~~also 6leads investor relations,~~400,000~~ ~~Private~~ensuring ~~Placement~~transparent ~~Warrants,~~and 4effective communication with stakeholders and oversees all legal and compliance matters. In addition,~~200,000~~ ~~Private~~Ms. ~~Placement~~Yan ~~Warrants~~serves ~~were~~as ~~sold~~Secretary to ~~Oxley~~the ~~Bridge~~Investment Committee, ~~Holdings~~where ~~LLC~~she plays an integral role in governance and decision-making, while championing the ~~Company~~firm’s ~~sponsor,~~ESG ~~and~~initiatives. ~~2,200,000~~From ~~Private~~October ~~Placement~~2013 to ~~Warrants~~September ~~were~~2015, ~~sold~~Ms. toYan ~~Cantor~~served ~~Fitzgerald~~as &a ~~Co.~~Director at CITIC CLSA, the ~~representative~~ overseas subsidiary of ~~the~~CITIC ~~underwriters~~Securities, where she was involved in the integration of the ~~IPO~~CITIC CLSA merger, inmanagement ~~each~~of ~~case~~balance atsheet ainvestments, ~~purchase~~and ~~price~~the expansion of $1its private equity platform.00". From ~~per~~January ~~Private~~2006 ~~Placement~~to ~~Warrant~~September 2013, ~~generating~~Ms. ~~gross~~Yan ~~proceeds~~practiced tolaw at leading international law firms including White & Case LLP and Morrison ~~the~~& ~~Company~~Foerster ofLLP, $6where she focused on complex cross-border M&As,~~400~~ IPOs,~~000~~ regulatory compliance, and corporate governance. Ms. Yan received a Bachelor of Law with Honors and Bachelor of Commerce from The University of Adelaide, Australia.

ANo ~~total~~family ofrelationships ~~$253,000,000, or~~exist ~~$10~~between Ms.00 ~~per~~Yan ~~Unit,~~and ~~comprised~~any other directors or executive officers of the ~~net~~Company. ~~proceeds~~Ms. ~~from~~Yan ~~the~~is ~~IPO~~not (a party to any arrangements with any other person pursuant to which ~~amount~~she ~~includes~~was ~~the~~nominated ~~underwriter’s~~as ~~deferred~~President. ~~discount~~There ofare ~~$12,045,000) and~~no ~~the~~transactions ~~sale~~to ofwhich the ~~Private~~Company ~~Placement~~is ~~Warrants,~~or was ~~placed~~a inparticipant aand Uin which Ms.~~S.-based~~ ~~trust~~Yan ~~account~~has ~~maintained~~material byinterests ~~Continental~~subject ~~Stock~~to ~~Transfer~~disclosure ~~& Trust~~under ~~Company,~~Item ~~acting~~404(a) asof ~~trustee~~Regulation S-K.

AnIn ~~audited~~connection ~~balance~~with ~~sheet~~the asappointment, Ms. Yan signed a joinder to that certain letter agreement dated as of June 2624, 2025, ~~reflecting~~by and among the ~~receipt~~Company, ofits ~~the~~officers, ~~proceeds~~its ~~from~~directors and Oxley Bridge Holdings LLC (the ~~IPO~~“Sponsor”), pursuant to which, among other things, Ms. Yan agreed to waive certain redemption rights and ~~the~~to ~~Private~~vote ~~Placement~~any ~~has~~ordinary ~~been~~shares ~~issued~~of Company she holds in favor of an initial business combination. Ms. Yan also signed a joinder to that certain Registration Rights Agreement dated June 24, 2025, by and among the Company, its officers, its directors and the isSponsor, ~~included~~pursuant to which, among other things, Ms. Yan was granted certain demand and “piggyback” registration rights, which will be subject to customary conditions and limitations. Ms. Yan also entered into a standard director indemnity agreement with the Company, a form of which was filed as Exhibit 9910.16 to ~~this~~the Company’s Current Report on Form 8-K filed with the SEC on June 26, 2025.

~~Item 9.01 Financial Statements and Exhibits.~~1

~~(d) Exhibits~~SIGNATURE

Exhibit No.		Description
99.1		Audited Balance Sheet as of June 26, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

1OXLEY BRIDGE ACQUISITION LIMITED By: /s/ Jonathan Lin Name: Jonathan Lin Title: Chief Executive Officer

~~SIGNATURE~~Dated: July 28, 2025

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

OXLEY BRIDGE ACQUISITION LIMITED By: /s/ Gary Chan Name: Gary Chan Title: Chief Financial Officer

Dated: July 2, 2025

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