Ocean Capital Acquisition

The filing provides the latest financial condition (working capital deficit of $457,684 as of Dec 31, 2025, cash of only $227, and a going concern qualification), demonstrates substantial dilution to public shareholders (NTBV per share of $7.18 assuming no redemptions, with potential for much lower values if redemptions are high), and details sponsor compensation at nominal prices ($0.0065 per insider share) that creates misaligned incentives. It also highlights significant regulatory risks from the SPAC's ties to China/Hong Kong and the PCAOB inspection regime.

Provides the first comprehensive disclosure of the SPAC's IPO terms, including trust size ($100M), redemption mechanics, dilution (28.2% immediate dilution per share), sponsor compensation (founder shares at $0.0065), and conflicts of interest. Investors can now evaluate the SPAC's structure, deadline, and risks before the offering closes.

The upsized offering increases the trust account size and potential acquisition firepower, but also increases dilution. The sponsor's low-cost insider shares ($0.0065/share) and extended promissory note deadline affect sponsor incentives and liquidity runway. The 36-month maximum deadline gives more time to find a target. The filing confirms the SPAC's structure, redemption mechanics, and concentration on non-VIE China targets.

This filing provides the most current financial picture of the SPAC before its IPO, showing a negative working capital position and reliance on sponsor loans. The trust will hold $10.00 per unit at closing, with a mandatory 18-month deadline to complete a business combination (extendable to 36 months). Investors can assess the sponsor's low-cost founder shares (approx. $0.011 per share) and the resulting dilution. The document also clarifies that the SPAC will not pursue a business combination with any PRC entity using a VIE structure, which may limit targets but reduces regulatory risk. The auditor change and updated financials are material for investor due diligence.

The filing provides the definitive terms of the SPAC's IPO: $10.00 per unit, 6,000,000 units, $60 million trust, 12-month deadline with potential monthly extensions to 36 months, redemption rights for public shareholders, and detailed sponsor arrangements (insider shares purchased at ~$0.014, private placement of 193,000 units). It also discloses the management team's China/Hong Kong ties, risks of doing business in China, and the absence of any identified target. This is the primary disclosure for investors to evaluate the offering.

OCAC is not yet public, so its trust does not yet exist. This filing is the roadmap for the IPO's mechanics. Key terms for a post-IPO investor: a $10.00 trust, an 18-month deadline from close, per-share redemption rights (subject to a 15% cap on any single group's redemptions and a $5,000,001 minimum net tangible assets requirement at closing), and a prohibition on PRC VIE targets. The sponsor's nominal cost basis ($0.014/share) creates a severe misalignment of incentives that is heavily risk-factored in the document.

This filing marks the formal launch of a new SPAC IPO, establishing the trust value at $10.00 per share and a 18-month deadline for a deal. Key mechanics include a 15% redemption cap if seeking shareholder approval, and a prohibition on VIE-structured PRC targets. The sponsor's nominal cost basis ($0.014/share) creates significant dilution potential for public shareholders. The auditor's going concern opinion highlights the financial risk if the IPO fails.

This filing provides the most current financial condition of the SPAC prior to its IPO, showing it has no operations, minimal assets, and relies on the IPO proceeds for liquidity. It establishes the trust amount of $10.00 per public share, the redemption mechanics, and the 9-month (extendable to 21-month) deadline to complete a business combination. Investors can assess the sponsor's commitments, the dilution from insider shares, and the terms of warrants and rights. The going concern note underscores the urgency of the IPO. The filing also confirms the SPAC has not yet identified a target business.

This filing establishes the final terms of OCAC's IPO: $10.00 per unit, 6M units, $60M trust, 9-month deadline extendable to 21 months via monthly deposits of $198,000 by the sponsor. It confirms the sponsor (SB Capital Holding Corporation) will purchase 280,000 private units ($2.8M). It also details that OCAC has not yet selected a target, will not pursue a VIE structure, and is led by a Hong Kong-based management team with significant PRC ties, which may influence target search and regulatory risk. For redemption calendar and trust value tracking, this is the baseline filing for the SPAC's IPO.

Establishes SPAC IPO terms: $10.00 per unit ($60M trust), 9-month deadline extendable to 21 months, unit composition (share + half-warrant + right), sponsor commitment of $2.8M in private units. Provides audited financials and going concern warning. Investors must evaluate risks from China/Hong Kong ties and the explicit exclusion of VIE entities, which may restrict acquisition opportunities.

This is the foundational IPO filing for this SPAC — it sets the trust value ($10.00/share), the deadline mechanics (9 months, extendable to 21 with sponsor deposits of $0.033/share/month), the redemption rights, and insider lock-ups. There is no deal, no target, and no substantive operations yet. The filing makes clear the sponsor paid $0.01 per insider share and gets 22.88% of post-IPO shares. A going concern qualification from the auditor is included because the company had a working capital deficit pre-IPO.

What changed: A Schedule 13G, a routine SEC compliance exhibit for beneficial ownership reporting. According to the filing, Space Summit Capital LLC is reporting beneficial ownership of OCAC securities. The submitted text provides no acquisition date, purchase price, share quantity, or ownership percentage. Why it matters: Schedule 13G disclosures are required when an investor crosses a five-percent ownership threshold with a passive investment intent. Tracking holders like Space Summit Capital LLC allows investors to monitor the shareholder base that will eventually vote on target selection, redemption elections, or trust extensions. Because the excerpt contains no quantitative data or transaction timelines, it conveys no signals regarding redemption pressure, trust value changes, deadline adjustments, or sponsor actions.

What changed: Form 8-K current report documenting Ocean Capital Acquisition Corp’s consummation of its initial public offering and simultaneous private placement on June 10, 2026, accompanied by an audited balance sheet and comprehensive financial notes prepared by independent registered public accounting firm YCM CPA Inc. As stated in the filing and signed by Chief Executive Officer Kin (Stephen) Sze, Ocean Capital Acquisition Corp completed an IPO of 11,500,000 units at $10.00 per unit, generating $115,000,000 in gross proceeds after fully exercising the 1,500,000-unit over-allotment option. The company simultaneously closed a private placement of 150,000 units to Sponsor SB Capital Holding Corporation for $1,500,000. Per the audited balance sheet and Note 1 prepared by management, $115,000,007 was placed in a U.S.-based trust account at Odyssey Transfer & Trust Company. Management disclosed a 12-month combination period from June 10, 2026, extendable up to 36 months with shareholder approval, during which public shareholders retain redemption rights for approximately $10.00 per share plus accrued interest (net of taxes and dissolution expenses up to $100,000). The underwriter agreed to waive its $4,025,000 deferred underwriting commission if no combination occurs, and the Sponsor accepted liability if vendor claims reduce the trust below $10.00 per share. The filing also confirms 3,833,333 founder shares were issued to the Sponsor for $25,000, subject to an 180-day lock-up, with ongoing administrative services priced at $10,000 per month. Why it matters: This filing formally initiates the operational and redemption clock for OCAC, locking the trust reserve at $115,000,007 and establishing the precise mechanical triggers for shareholder exits, extension votes, and liquidation distributions. The disclosed going concern language, prepared by management and audited by YCM CPA Inc., highlights substantial doubt regarding the company’s ability to continue operations absent a business combination, while the balance sheet confirms only $317,225 in non-trust cash against a $3,848,595 accumulated deficit and $143,737 in accrued expenses. The explicit sponsor indemnity commitment, deferred underwriting commission waiver, and fixed $10,000 monthly administrative fee directly impact the net available capital for target acquisitions and shareholder recovery rates. Additionally, management’s assertion that the company operates without industry restrictions and must satisfy NYSE’s 80% fair market value threshold (based on board-discretionary standards like sales, earnings, or book value) frames the strategic constraints under which the trust must be deployed before the default deadline expires.

What changed: A routine compliance exhibit—specifically, a Joint Filing Agreement (Exhibit A) submitted as part of a Schedule 13G beneficial ownership report, executed under Rule 13d-1(k) of the Securities Exchange Act of 1934. Regarding SPAC mechanics, the filing discloses no alterations to the redemption calendar, trust-per-share valuation, acquisition deadline, or sponsor governance frameworks. It solely records a coordinated regulatory filing arrangement among seven Harraden Circle investment entities and Frederick V. Fortmiller, Jr., who signed in his capacity as Managing Member for each vehicle, affirming that their respective Schedule 13G statements and future amendments will be filed jointly on behalf of all parties. Regarding other substance, the document contains zero claims regarding customer bases, revenue streams, addressable market sizing, strategic direction, proprietary technology, commercial partnerships, pending or threatened litigation, or executive personnel movements, appointments, or departures. Why it matters: For investors tracking capital structure inflection points and shareholder alignment, this exhibit confirms the administrative grouping of Harraden Circle’s holdings without modifying the existing trust composition or upcoming shareholder vote timelines. While functionally neutral regarding near-term corporate actions, joint filing agreements eliminate fragmented disclosure timing that could obscure cumulative ownership thresholds or complicate oversight of coordinated trading behavior ahead of extension approvals, proposed business combinations, or redemption windows. The structure indicates passive aggregation rather than activist positioning, which stabilizes expectations around voting power distribution and minimizes uncertainty surrounding sudden liquidity demands or concentrated selling pressure.

What changed: Form 8-K filed by Ocean Capital Acquisition Corp (OCAC) on June 15, 2026, reporting the closing of its initial public offering (IPO) of 10,000,000 units (plus full exercise of the 1,500,000 over-allotment option) on June 10, 2026, and the entry into related agreements (underwriting, warrant, rights, trust, private placement, letter agreement, indemnity, administrative services). The SPAC completed its IPO, becoming a post-IPO blank-check company with a trust account of $115,000,000 (including $4,025,000 deferred underwriting commissions). Sponsor purchased 150,000 private placement units ($10.00 each). Units, shares, warrants, and rights began trading on NYSE. Directors were appointed and committees formed. Amended charter was filed. Administrative services agreement with sponsor ($10,000/month) became effective. The company is now in its 12-month target search period (deadline June 2027). Why it matters: This filing establishes the trust value ($10.00 per public share), the 12-month deadline for a business combination (June 10, 2027), the terms of the warrants ($11.50 strike, cashless redemption triggers) and rights (convert to shares upon deal), and the sponsor's lock-up and voting commitments. It provides the baseline redemption mechanics and governance structure for investors tracking the SPAC's progress.

What changed: A Form 424B4 Prospectus filed pursuant to Rule 424(b)(4) registering an initial public offering of 10,000,000 units of Ocean Capital Acquisition Corporation. According to the prospectus, the company establishes a 12-month deadline from offering closing to consummate a business combination or liquidate, explicitly noting there is no stated limit on the number of shareholder-approved extensions sought. Why it matters: Management’s strategic positioning is outlined in the filing: executives state they will exclude any PRC entity utilizing a variable interest entity (VIE) structure, yet disclose that the sponsor and officers (Kin (Stephen) Sze, Pok Yu (Augustine) Chow, Hui Man (Elliott) Cheng, Hin Wing (Simon) Wong) maintain substantial Hong Kong ties, triggering PRC regulatory, cybersecurity, and anti-monopoly exposures detailed by the company. Referencing a McKinsey Global Private Markets Report 2025, the prospectus reports global PE dealmaking rose 14 percent to $2 trillion in 2024.

What changed: A Form 8-A for registration of certain classes of securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. The filing registers Ocean Capital Acquisition Corporation’s Units, Class A ordinary shares, warrants, and rights for quotation on the New York Stock Exchange but makes zero adjustments to redemption calendars, trust account mechanics, extension parameters, business combination progress, or sponsor conduct. Why it matters: This routine compliance exhibit maintains the public market infrastructure required for future redemptions without modifying economic terms or timelines. Because the submission incorporates by reference the 'Description of Securities' from the Form S-1 Registration Statement (File No. 333-282462, originally filed October 2, 2024), investors must consult that underlying prospectus to verify the operative trust distribution amount, redemption cutoff date, and sponsor commitments.

What changed: A Form 8-A/A amendment for the registration and description update of certain securities pursuant to Section 12(b) of the Securities Exchange Act of 1934. The registrant states that this filing updates the description of its Units, which the document explicitly defines as each consisting of 'one Class A ordinary share, one warrant and one right.' The filing incorporates by reference the security provisions from the Company’s initial Registration Statement on Form S-1 (File No. Why it matters: The document contains no language modifying the SPAC’s redemption calendar, trust account mechanics, extension voting, target combination progress, or sponsor conduct. As a routine registration maintenance filing executed by Chief Executive Officer Kin (Stephen) Sze on June 8, 2026, from principal offices at 1209 Orange St, Wilmington, Delaware 19801, it solely preserves the statutory registration required for the company’s listed securities to remain tradable while the entity operates in a searching phase.

What changed: Amendment No. 7 to the Registration Statement on Form S-1 for Ocean Capital Acquisition Corporation (OCAC), a blank-check SPAC formed to effect a business combination, filed to register its IPO of 10,000,000 units (each unit: one ordinary share, one warrant, and one right). This is the 7th amendment to the S-1, now including: final underwriting agreement (Ex. 1.1), final amended and restated memorandum and articles of association (Ex. 3.2), final forms of warrant agreement, rights agreement, indemnity agreement, administrative services agreement, and letter agreements; updated financial statements as of March 31, 2026 (unaudited) and for the nine months then ended; updated dilution tables reflecting the $100 million offering; disclosure of the filing date (May 22, 2026) and effective date (date of prospectus); updated management biographies, sponsor/SPAC experience, risk factors, and use of proceeds section reflecting the current unit composition (share + warrant + right) and trust amount. No target has been selected, no extension has been sought, and no deal is pending. Why it matters: This is the near-final registration statement for OCAC's IPO. For redemption-deadline/trust-value/extensions: the trust will hold $10.00 per public unit ($100M base; up to $115M with over-allotment), will be invested only in U.S. Treasuries/money markets, and must be returned to public shareholders (less taxes and up to $100k dissolution interest) if no business combination is completed within 12 months from closing (or up to 36 months via director-approved extensions). For deal progress: none has been identified; the SPAC remains searching. For sponsor conduct: sponsor (SB Capital Holding Corp) paid $25,000 for 3,833,333 founder shares (subject to forfeiture of up to 500,000 depending on over-allotment), and will purchase 143,250 private units (or 150,000 if over-allotment) at $10/unit. The CEO (Stephen Sze) also serves as CFO of another searching SPAC (Metal Sky Star) and was involved in a completed SPAC de-SPAC (Proficient Alpha/Lion Group, Nova Vision/Real Messenger). The filing contains no claims of identified revenue, customers, or market size; it emphasizes that the SPAC will not pursue a target with a VIE structure in China.