OceanLight Acquisition

What changed: The filing reports that OceanLight Acquisition Corporation consummated the exercise in full of the underwriters' over-allotment option on August 24, 2026. This action involved the sale of 1,500,000 additional units (Option Units) at $10.00 per unit, generating $15,000,000 in additional gross proceeds. Simultaneously, the Company completed a private placement of 7,500 Additional Private Placement Units to OceanLight Capital Sponsor Ltd. at $10.00 per unit, generating $75,000 in additional gross proceeds. The filing includes an unaudited pro forma balance sheet as of August 24, 2026, reflecting these transactions. Why it matters: This event increases the total capital raised by the SPAC beyond the initial IPO amount, potentially expanding the pool of funds available for a future business combination. It also confirms the sponsor's continued financial commitment through the purchase of additional private placement units. For investors tracking the trust value and deal progress, this updates the total gross proceeds from $100,000,000 to $115,075,000, though the redemption deadline remains set for 2027-08-10.

What changed: A Form 8-K Current Report filed by OceanLight Acquisition Corporation announcing the consummation of its initial public offering on August 10, 2026, and submitting the associated audited balance sheet and financial statement notes. According to the Company's filing, OceanLight consummated its IPO on August 10, 2026, selling 10,000,000 Units at $10.00 per Unit to generate $100,000,000 in gross proceeds. Simultaneously, the Sponsor purchased 211,250 Private Placement Units at $10.00 per unit for $2,112,500. The Company stated that $100,000,000 was deposited into a trust account maintained by Continental Stock Transfer & Trust Company. The underwriters received a 45-day option to purchase up to 1,500,000 additional Units to cover over-allotments. Management established a 12-month Combination Period following the IPO closing, setting a definitive redemption and automatic liquidation deadline of August 10, 2027, if an initial business combination is not completed. Why it matters: This filing definitively establishes the trust value, share count, and redemption calendar for public shareholders. The independent auditor, Simon & Edward, LLP, explicitly reported substantial doubt about the Company's ability to continue as a going concern, stating it lacks the financial resources to sustain operations for a reasonable period (one year) without completing a transaction or amending its charter. As detailed in the notes to the financial statements, the Sponsor is contractually obligated to pay $20,000 per month for administrative services through the earlier of a business combination or liquidation, and holds 4,933,500 founder shares, with up to 643,500 subject to forfeiture if the over-allotment option is not fully exercised. Management acknowledged the Company expects to incur significant costs in pursuit of an acquisition and will generate no operating revenues until after a business combination. Additionally, the underwriting agreement grants Polaris Advisory Partners 200,000 representative shares and a 36-month right of first refusal to act as lead financial advisor or underwriter for future financings or combinations.

What changed: Form 8-K filed by OceanLight Acquisition Corporation (OCLT) on August 12, 2026, reporting the completion of its initial public offering (IPO) on August 10, 2026, and the execution of various related definitive agreements. This filing confirms the consummation of the IPO of 10,000,000 units at $10.00/unit, generating $100,000,000 in gross proceeds. Simultaneously with the IPO, the sponsor purchased 211,250 private placement units for $2,112,500. The net proceeds from the IPO ($100,000,000) and a portion of the private placement proceeds ($500,000) were deposited into the trust account, resulting in approximately $10.00 per share in trust. The underwriters have a 45-day over-allotment option for up to 1,500,000 additional units. The filing also reports the adoption of the company's amended and restated memorandum and articles of association, the appointment of the initial independent directors (Becky Fallon, Sean Michael Deegan, and Daniel M. McCabe), and the establishment of board committees. The company has a 12-month deadline (until approximately August 2027) to complete a business combination. Why it matters: This is the foundational filing for the SPAC. It establishes the trust value ($10.00/share) and the 12-month deadline for a business combination (deadline: 2027-08-10). Key sponsor conduct terms are set, including the 180-day lock-up on founder shares and the 30-day lock-up on private placement units post-business combination. The filing confirms the initial board composition. As the SPAC is in the 'SEARCHING' phase, this filing provides the baseline mechanics for any future deal, extension vote, or liquidation.

What changed: Priced IPO of 10,000,000 units (11,500,000 with full over-allotment) at $10.00. Each unit is one ordinary share, one redeemable warrant and one right: the whole warrant buys one ordinary share at $11.50, exercisable 30 days after the initial business combination and expiring five years after it; each right converts into one-fourth of one ordinary share on consummation. $10.00 per unit is deposited into trust at Continental Stock Transfer & Trust Company, and that amount excludes deferred underwriting commissions. The combination period is 12 months from closing. Why it matters: Twelve months is at the short end of the filed range, and the prospectus describes no sponsor-funded extension, so the deadline arrives quickly and moves only by charter amendment. The underwriter takes $0.05 per unit in cash plus 200,000 representative shares (up to 230,000 with full over-allotment), equal to 2% of the shares sold, expressly in lieu of any cash deferred underwriting fee: the trust carries no deferred claim, but public holders absorb the compensation as dilution instead. Warrant anti-dilution keys off a $9.20 per-share issue price.

What changed: This is a Form 8-A12B filing submitting OceanLight Acquisition Corporation’s units, ordinary shares, rights, and warrants for registration under Section 12(b) of the Securities Exchange Act of 1934 to establish trading eligibility on The Nasdaq Stock Market LLC. First, this filing discloses no updates to redemption deadlines, trust account valuations, extension proposals, business combination targets, or sponsor conduct; the registrant remains in a searching status with no merger activity or trust distribution mechanics reported. Why it matters: This filing matters because it permanently locks the capital structure and liquidity rules for the SPAC’s public offerings without altering the existing search timeline or shareholder redemption environment. The explicit $11.50 warrant strike and 1/4 conversion ratio provide fixed variables for modeling potential equity dilution and option leverage against any future acquisition target, while the 52-day unified-unit trading window defines a finite liquidity period before the market can strip out warrants and rights.

What changed: Registration statement (Form S-1/A) for the initial public offering of OceanLight Acquisition Corporation, a blank check company. Amendment No. 2 to the S-1, filed to respond to SEC comments and update disclosures. No material changes to offering terms: still 10,000,000 units at $10.00 per unit, trust amount $100,000,000 ($10.00 per public share), deadline 12 months from closing (estimated August 10, 2027). Sponsor purchase of founder shares and private placement unchanged. Updated exhibits, legal opinions, and other routine items. Why it matters: Establishes the IPO terms for a new SPAC with $10 per share trust, 12-month deadline, and redemption rights. Discloses significant sponsor conflicts: CEO Ping Zhang is involved in multiple other SPACs (Quetta, Yotta, Quartzsea, etc.) creating potential conflicts in target allocation. Sponsor's nominal cost for founder shares ($0.0058 per share) creates incentive to complete any business combination. No target identified; no operations. Investors should note the 15% limitation on redemptions if shareholder vote is used. The filing includes all standard agreements: underwriting, warrant, rights, trust, registration rights. Material for investors tracking SPAC IPO pipeline.

What changed: Amendment No. 1 to Registration Statement on Form S-1 (S-1/A) filed by OceanLight Acquisition Corporation as an exhibit-only filing. It adds all final exhibits (underwriting agreement, charter documents, specimen certificates, trust agreement, registration rights, indemnity, subscription, private placement, administrative services, escrow, promissory note, code of ethics, committee charters, clawback policy, and consents of director nominees) to the already-effective registration statement for the company's initial public offering. This is an exhibit-only filing; no changes were made to the prospectus or financials. The registration statement (File No. 333-296802) was declared effective on June 17, 2026, per the underwriting agreement. This amendment adds all exhibits listed in Item 16(a), completing the registration statement. Why it matters: The filing finalizes the IPO registration, signaling that the offering is imminent. It provides full terms: 10,000,000 units at $10.00 per unit ($100 million trust deposit), with over-allotment of up to 1,500,000 units. The trust per-share value remains $10.00. The company has 21 months from the closing to complete a business combination (per amended articles), extendable by special resolution. No target identified. Sponsor and insiders are subject to standard lock-ups and trust waivers. The filing does not change any redemption deadlines or trust value.

What changed: Registration statement on Form S-1 for an initial public offering by OceanLight Acquisition Corporation, a newly formed Cayman Islands blank check company (SPAC) seeking to raise $100 million (or up to $115 million with over-allotment) by selling 10,000,000 units (or 11,500,000 with over-allotment) at $10.00 per unit. OceanLight Acquisition Corporation (OCLT) filed its initial Form S-1 registration statement on June 15, 2026, in connection with its proposed IPO. This is a new filing for a newly-formed SPAC, so it establishes the baseline terms: 10,000,000 units priced at $10.00, each consisting of one ordinary share, one right (to receive one-fourth of one ordinary share upon a business combination), and one warrant (exercisable at $11.50 per share). $10.00 per unit sold in the offering will be deposited into a trust account. The sponsor, OceanLight Capital Sponsor Ltd., has agreed to purchase 211,250 private units (or up to 218,750 if the over-allotment is exercised) at $10.00 per unit, and owns 4,933,500 founder shares purchased for $25,000. The company has 12 months from closing of the offering to complete a business combination, with a provision for shareholder-approved extensions. Why it matters: This filing establishes all baseline redemption, trust, and sponsor economics for a new SPAC, which is meaningful for investors tracking this business combination vehicle. The company plans to seek a target with an enterprise value of approximately $180 million to $1 billion. There are notable sponsor conduct considerations: the CEO, Ping Zhang, controls the sponsor and has a significant ownership interest in it, and the sponsor acquired founder shares at approximately $0.0051 per share, creating a potential conflict of interest that the filing itself acknowledges. Additionally, management holds positions with multiple other SPACs, creating potential conflicts in allocating business combination opportunities. The trust account will initially hold $10.00 per public unit.