SPAC Initial Public Offering

The Offering

Offering Summary.

Orthogonal Thinker Acquisition Corp. is a $150,000,000 special purpose acquisition company targeting the AI-native economy. Listed on Nasdaq under tickers ORTHU, ORTH, and ORTHW.

Offering details

SPAC IPO · Nasdaq

Issuer

Orthogonal Thinker Acquisition Corp. (Nasdaq: ORTHU, ORTH, ORTHW)

Domicile

Cayman Islands

Sponsor

Orthogonal Thinker Acquisition Sponsor LLC

Offering Size

$150,000,000 (15,000,000 Units); 45-day over-allotment option for up to 2,250,000 additional Units ($172,500,000 / 17,250,000 Units if exercised in full)

Unit Composition

One Class A ordinary share and one-half (1/2) of one redeemable warrant

Sole Bookrunner

Clear Street

Warrants Outstanding

10,275,000 after the offering (7,500,000 public + 2,775,000 private placement); 11,625,000 with full over-allotment

Trust Funding

100.0% of IPO proceeds: $150,000,000 ($172,500,000 with full over-allotment), at $10.00 per Unit

Duration

24 months

Warrant Term

5-year warrants exercisable at $11.50 and redeemable at $18.00, subject to customary features

Private Placement

$2,775,000 ($3,000,000 with full over-allotment) in private placement warrants at $1.00

Founder Shares

5,750,000 Class B ordinary shares (up to 750,000 surrendered if over-allotment not exercised in full), representing 25.0% of post-IPO ownership

Trustee

Continental Stock Transfer & Trust Company

/ Investment thesis

AI-Native Focus

Companies able to apply AI, automation, and digital infrastructure to enhance the value of trusted human expertise.

Operator-Led

The sponsor builds companies as both an operator and an investor — improving businesses from within after the combination.

Long-Term Orientation

Oriented toward long-term value creation following the initial business combination. Not a financial re-listing.

Compute as Strategic Asset

Particular attention to GPU cloud platforms, compute marketplaces, and emerging systems for reserving, financing, and trading future compute capacity.

Differentiated Strategy

Flexible structure and ~$150M in trust to partner with differentiated AI-native businesses at a strategic inflection point.

Global Network

Broad relationships across private companies, bankers, private-equity and debt investors that generate proprietary deal flow.

This presentation is a confidential presentation being delivered to a limited number of parties for discussion purposes only. This presentation is made in reliance on Section 5(d) of the Securities Act and is intended only for investors that are "qualified institutional buyers" (QIBs) as defined in Rule 144A under the Securities Act or institutional "accredited investors" (IAIs) as defined in Rule 501 under the Securities Act. This presentation does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. No such prospectus has been issued and no such registration statement has become effective. We have not selected any business combination target and have not initiated, directly or indirectly, any substantive discussions with any prospective target.

ORTHOGONAL THINKER ACQUISITION CORP. · STRICTLY PRIVATE & CONFIDENTIAL · INVESTOR PRESENTATION / JUNE 2026