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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): October
30, 2026
Ocean
Capital Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| British
Virgin Islands |
|
001-43334 |
|
00-0000000N/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 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure
of Directors and Officers
Mr.
Kin (Stephen) Sze
On October
30, 2026, Mr. Kin (Stephen) Sze (“Mr. Sze”) resigned as the Chief Executive Officer, Chairman of the board
of directors (the “Board”) and a director of Ocean Capital Acquisition Corporation (the
“Company”), effective immediately. Mr. Sze’s resignation did not result from any disagreement with the
Company on any matter relating to the Company’s operations, policies or practices. The Company thanks Mr. Sze for his service
on the Board and valuable contributions to the Company.
Dr.
Pok Yu (Augustine) Chow
On October
30, 2026, Dr. Pok Yu (Augustine) Chow (“Dr. Chow”) resigned as an independent director of the Board of the
Company and as a member of each of the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation
Committee of the Board, effective immediately. Dr. Chow’s resignation did not result from any disagreement with the Company on
any matter relating to the Company’s operations, policies or practices. The Company thanks Dr. Chow for his service on the
Board and valuable contributions to the Company.
Appointment
of Directors and Officers
Ms.
Yiyan Li
On
November 2, 2026, the Board appointed Ms. Yiyan Li (“Ms. Li”) to serve as the Chief Executive Officer, Chairman
of the Board and a director of the Company, effective immediately. Upon Mr. Sze’s departure, Ms. Li will also serve as the Company’s
principal financial officer until the Company appoints a Chief Financial Officer.
Ms.
Li has experience in investment, business consulting and cross-border e-commerce. Prior to joining the Company, she operated a cross-border
e-commerce business in the consumer goods sector, overseeing business operations, supply chain coordination, marketing and sales channel
development. From 2024 to 2026, Ms. Li was active as a private investor in the pet healthcare sector. From 2020 to 2024, she served as
a business operations consultant at Shanghai Chongjing Enterprise Management Consulting Service Center.
There
are no arrangements or understandings between Ms. Li and any other persons pursuant to which she was appointed as a director of the Board.
There are no family relationships between Ms. Li and any other director or executive officer of the Company and she has no direct or
indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated by the Securities
and Exchange Commission.
Mr.
Stephen J. Posner
On
November 2, 2026, the Board appointed Mr. Stephen J. Posner (“Mr. Posner”) to serve as an independent director
and a member of each of the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation Committee of the
Board, effective immediately.
Mr.
Posner has approximately 50 years of experience in financial markets, with extensive experience in investment banking, underwriting,
financial consulting, business development and mergers and acquisitions. He has served as the owner of SJP Consultants since 2014, through
which he provides consulting services to companies across various industries, including defense, clean energy and pollution control,
medical, information technology, casinos and video games. Mr. Posner is also the Owner of SJP Investors, through which he conducted investment
activities through brokerage firms from 1971 to 2014. He has served as a Trustee and the Chairman of the Audit Committee of Abacus Asset
Management, the successor to TTAM Management, since 2015. In 2025, Mr. Posner also served as a Director of Bion Environmental Technologies.
Earlier in his career, he held various positions in the financial services industry and served in director and trustee roles with TrimTabs-related
entities. Mr. Posner holds a B.A. from Hofstra University in New York.
There
are no arrangements or understandings between Mr. Posner and any other persons pursuant to which he was appointed as a director of the
Board. There are no family relationships between Mr. Posner and any other director or executive officer of the Company and he has no
direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated
by the Securities and Exchange Commission.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Chief
Executive Officer and Director Agreement, dated as of November 2, 2026, between Ocean Capital Acquisition Corporation and
Yiyan Li |
| 10.2 |
|
Independent
Director Agreement, dated as of November 2, 2026, between Ocean Capital Acquisition Corporation and Stephen J. Posner |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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 |
| |
|
|
| Date:
November 3, 2026 |
By: |
/s/
Yiyan Li |
| |
Name: |
Yiyan Li |
| |
Title: |
Chief Executive Officer |
