false 0001926314 0001926314 2026-06-10 2026-06-10 0001926314 OCAC:OneShareOneRightAndOneRedeemableWarrantMember 2026-06-10 2026-06-10 0001926314 OCAC:OrdinarySharesParValuePerShareMember 2026-06-10 2026-06-10 0001926314 OCAC:RightsToReceiveOneOrdinaryShareUponBusinessCombinationMember 2026-06-10 2026-06-10 0001926314 OCAC:WarrantsExercisableForOneOrdinaryShareMember 2026-06-10 2026-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): June 10, 2026

 

Ocean Capital Acquisition Corp

(Exact name of registrant as specified in its charter)

 

British Virgin Islands   001-43334   N/A

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1209 Orange Street

Wilmington, DE 19801

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (323) 242-0766

 

Not Applicable

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

 

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))

 

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 ordinary share, one right, and one redeemable warrant   OCACU   New York Stock Exchange
Ordinary shares, par value $0.0001 per share   OCAC   New York Stock Exchange
Rights, each entitling the holder to receive one ordinary share upon the consummation of a business combination   OCACR   New York Stock Exchange
Warrants, each exercisable for one ordinary share   OCACW   New York Stock Exchange

 

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 8.01. Other Events.

 

On June 10, 2026, Ocean Capital Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”) of 11,500,000 units (the “Units”), which includes the full exercise of the underwriters’ over-allotment option of 1,500,000 Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $115,000,000. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one Ordinary Share upon the consummation of an initial business combination (each, a “Right”) and one redeemable warrant, each whole warrant exercisable for one Ordinary Share at a price of $11.50 per share (each, a “Warrant”).

 

Simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of an aggregate of 150,000 Units (the “Private Placement Units”) at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of $1,500,000.

 

A total of $115,000,000, or $10.00 per Unit sold in the IPO, comprised of the net proceeds from the IPO (which amount includes $4,025,000 in the aggregate of the representative’s deferred underwriting commissions) and the proceeds of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Odyssey Transfer & Trust Company, acting as trustee.

 

An audited balance sheet as of June 10, 2026 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

2

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
   
99.1   Audited Balance Sheet as of June 10, 2026
   
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

3

 

 

SIGNATURE

 

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.

 

  OCEAN CAPITAL ACQUISITION CORPORATION
     
  By: /s/ Kin (Stephen) Sze
  Name: Kin (Stephen) Sze
  Title: Chief Executive Officer
Dated: June 16, 2026    

 

4