Ocean Capital Acquisition (NYSE: OCACU) closes $115M SPAC IPO
Rhea-AI Filing Summary
Ocean Capital Acquisition Corporation completed its initial public offering, selling 10,000,000 units at $10.00 each and fully exercising a 1,500,000-unit over-allotment option, for total gross proceeds of $115,000,000. Each unit includes one ordinary share, one right, and one warrant exercisable at $11.50 per share.
The company also sold 150,000 private placement units to its sponsor for $1,500,000. About $115,000,000, including up to $4,025,000 of deferred underwriting commissions, was placed in a U.S. trust account, with $525,000 remaining outside the trust. Ocean Capital, a blank check company, now has 12 months from the IPO closing to complete an initial business combination, with investor redemption rights if it does not. The company adopted amended charter documents and appointed a full board and committees to support its SPAC structure.
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Insights
SPAC raises $115M and starts 12‑month deal clock.
Ocean Capital Acquisition Corporation completed a SPAC IPO, issuing 10,000,000 units at $10.00 plus a fully exercised 1,500,000-unit over-allotment, for $115,000,000 in gross proceeds. Each unit bundles a share, a right, and a warrant struck at $11.50.
Roughly $115,000,000 including up to $4,025,000 in deferred underwriting commissions is held in a U.S. trust, while $525,000 remains outside for expenses. A sponsor private placement added 150,000 units for $1,500,000, aligning sponsor economics with completion of a deal.
The SPAC has 12 months from the IPO closing to execute an initial business combination, after which public shareholders can redeem if no transaction is completed or if charter terms are changed. Future filings describing a proposed merger will determine the ultimate value of this capital pool.
8-K Event Classification
Key Figures
Key Terms
blank check company financial
over-allotment option financial
Investment Management Trust Agreement financial
deferred underwriting commissions financial
Amended and Restated Memorandum and Articles of Association regulatory
Private Placement Units financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On June 10, 2026, Ocean Capital Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”) of 10,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $100,000,000. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right, each right entitling the holder to receive one ordinary share upon the closing of a business combination (each, a “Right”), and one redeemable warrant, each warrant exercisable for one ordinary share at an exercise price of $11.50 per share (each, a “Warrant”). Additionally, the Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units at the initial public offering price to cover over-allotments, and the underwriters exercised such over-allotment option in full at the time of the closing of the IPO for an additional $15,000,000 in gross proceeds.
In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1/A (File No. 333-282462) for the IPO, initially filed with the U.S. Securities and Exchange Commission (the “Commission”) on October 2, 2024 (as amended, the “Registration Statement”):
| ● | An Underwriting Agreement, dated June 8, 2026, by and among the Company and A.G.P./Alliance Global Partners (“A.G.P.”), as representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. | |
| ● | A Warrant Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. | |
| ● | A Rights Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference. | |
| ● | An Investment Management Trust Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. | |
| ● | A Private Placement Units Purchase Agreement, dated June 10, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. | |
| ● | A Letter Agreement, dated June 8, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. | |
| ● | Indemnity Agreements, dated June 10, 2026, by and among the Company and each director and officer of the Company, a form of which is attached as Exhibit 10.4 hereto and incorporated herein by reference. | |
| ● | An Administrative Services Agreement, dated June 10, 2026, by and between the Company and SB Capital Holding Corporation, which is attached as Exhibit 10.5 hereto and incorporated herein by reference. |
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Item 3.02. Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 150,000 units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $1,500,000. The Private Placement Units (and underlying securities) are identical to the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 4, 2026, in connection with the IPO, Pok Yu (Augustine) Chow, Hiu Man (Elliott) Cheng, and Hin Wing (Simon) Wong (collectively with Kin (Stephen) Sze and Man Kai (Anthony) Ho, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective June 10, 2026, each of Mr. Chow, Mr. Cheng, and Mr. Wong were appointed to the Board’s Audit Committee, with Dr. Hiu Man (Elliott) Cheng serving as chair of the Audit Committee. Each of Mr. Chow, Mr. Cheng, and Mr. Wong was appointed to the Board’s Compensation Committee, with Dr. Hiu Man (Elliott) Cheng serving as chair of the Compensation Committee.
On June 10, 2026, the Company entered into indemnity agreements with each of the Directors and Executive Officers, which require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibit 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.03. Amendments to the Amended and Restated Memorandum and Articles of Association; Change in Fiscal Year.
In connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the British Virgin Islands Registrar of Companies. The Amended and Restated Memorandum and Articles of Association have an effective date of June 10, 2026, being the date on which the special resolution to adopt the Amended and Restated Memorandum and Articles of Association was passed. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.
Item 8.01. Other Events.
A total of $115,000,000 of the proceeds from the IPO and the exercise of the accompanying over-allotment option and the sale of the Private Placement Units (which amount includes up to $4,025,000 of the underwriters’ deferred underwriting commissions), was placed in a U.S.-based trust account maintained by Odyssey Transfer & Trust Company, acting as trustee, with the remaining $525,000 of net proceeds not held in the trust account (a portion of which will be used to pay offering expenses). Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and up to $100,000 for dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 12 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 12 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.
On June 8, 2026, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.
On June 10, 2026, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated June 8, 2026, among the Company and A.G.P./Alliance Global Partners, as representatives of the several underwriters. | |
| 3.1 | Amended and Restated Memorandum and Articles of Association of the Company. | |
| 4.1 | Warrant Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company. | |
| 4.2 | Rights Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company. | |
| 10.1 | Investment Management Trust Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company. | |
| 10.2 | Private Placement Units Purchase Agreement, dated June 10, 2026, between the Company and the Sponsor. | |
| 10.3 | Letter Agreement, dated June 8, 2026, by and among the Company, Sponsor and each of the officers and directors of the Company. | |
| 10.4 | Form of Indemnity Agreement. | |
| 10.5 | Administrative Services Agreement, dated June 10, 2026, between the Company and SB Capital Holding Corporation. | |
| 99.1 | Press Release, dated June 8, 2026. | |
| 99.2 | Press Release, dated June 11, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| 4 |
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 12, 2026 | ||
| 5 |
Exhibit 99.1
Ocean Capital Acquisition Corporation Prices $100 Million Initial Public Offering
New York, New York – June 8, 2026 – Ocean Capital Acquisition Corporation, a blank check company incorporated in the British Virgin Islands as an exempted company with limited liability (the “Company”), today announced the pricing of its initial public offering (the “IPO” or this “Offering”) of 10,000,000 units (the “Units”) at an offering price of $10.00 per Unit, with each Unit consisting of one ordinary share, one redeemable warrant, and one right to receive one ordinary share upon the consummation of an initial business combination. Each redeemable warrant entitles the holder thereof to purchase one ordinary share of the Company at a price of $11.50 per share, subject to certain adjustments.
The Units are expected to trade on the New York Stock Exchange (“NYSE”) under the ticker symbol “OCACU” beginning on June 9, 2026. The Company expects the IPO to close on June 10, 2026, subject to customary closing conditions. Once the securities comprising the Units begin separate trading, the ordinary shares, warrants, and the rights are expected to be traded on the NYSE under the symbols “OCAC”, “OCACW,” and “OCACR,” respectively.
A.G.P./Alliance Global Partners (“A.G.P.”) is acting as the sole book-running manager for the offering.
Brookline Capital Markets, a division of Arcadia Securities, LLC, is acting as the co-manager for the offering.
The Company has granted A.G.P. a 45-day option to purchase up to an additional 1,500,000 Units to cover over-allotments, if any.
A registration statement on Form S-1 relating to the securities, as amended (File No. 333-282462) was previously filed with the U.S. Securities and Exchange Commission (“SEC”) and declared effective on June 8, 2026. This Offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the prospectus are available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. No securities regulatory authority has either approved or disapproved of the contents of this press release.
About Ocean Capital Acquisition Corporation
The Company is a blank check company incorporated in the British Virgin Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company intends to conduct a search for target businesses without being limited to a particular industry.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance can be given that the Offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the Offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
Ocean Capital Acquisition Corporation
Attn: Stephen Sze
E-mail: stephen@poseidonocean.net
Exhibit 99.2
Ocean Capital Acquisition Corporation Announces Closing of $115 Million Initial Public Offering Including Full Exercise of Underwriters’ Over-Allotment Option
New York, New York – June 11, 2026 – Ocean Capital Acquisition Corporation, a blank check company incorporated in the British Virgin Islands as an exempted company with limited liability (the “Company”), today announced the closing of its previously announced initial public offering (the “IPO” or this “Offering”) of 10,000,000 units (the “Units”) at an offering price of $10.00 per Unit. Each Unit consists of one ordinary share, one redeemable warrant, and one right to receive one ordinary share upon the consummation of an initial business combination. Each redeemable warrant entitles the holder thereof to purchase one ordinary share of the Company at a price of $11.50 per share, subject to certain adjustments.
The Units are listed on the New York Stock Exchange (“NYSE”) and commenced trading under the ticker symbol “OCACU” on June 9, 2026. Once the securities comprising the Units begin separate trading, the ordinary shares, warrants, and the rights are expected to be traded on the NYSE under the symbols “OCAC”, “OCACW,” and “OCACR,” respectively.
A.G.P./Alliance Global Partners (“A.G.P.”) acted as the sole book-running manager for the offering.
Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as the co-manager for the offering.
Sichenzia Ross Ference Carmel LLP (“SRFC”) acted as counsel to the Company in connection with the offering. Ortoli Rosenstadt LLP acted as counsel to the underwriters in connection with the offering.
A registration statement on Form S-1 relating to the securities, as amended (File No. 333-282462) was previously filed with the U.S. Securities and Exchange Commission (“SEC”) and declared effective on June 8, 2026. This Offering was made only by means of a prospectus forming part of the effective registration statement. Copies of the final prospectus are available on the SEC’s website at www.sec.gov. Electronic copies of the prospectus may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction. No securities regulatory authority has either approved or disapproved of the contents of this press release.
About Ocean Capital Acquisition Corporation
The Company is a blank check company incorporated in the British Virgin Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company intends to conduct a search for target businesses without being limited to a particular industry.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance can be given that the Offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the Offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website at www.sec.gov. The Company undertakes no obligation to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.
Contact:
Ocean Capital Acquisition Corporation
Attn: Stephen Sze
E-mail: stephen@poseidonocean.net