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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): August 14, 2026
Ocean
Capital Acquisition Corporation
(Exact
name of registrant as specified in its charter)
| British
Virgin Islands |
|
001-43334 |
|
N/A
00-0000000 |
(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 Director
Mr.
Hin Wing (Simon) Wong
On
August 14, 2026, Mr. Hin Wing (Simon) Wong (“Mr. Wong”) resigned as a director of the board of directors (the
“Board”) of Ocean Capital Acquisition Corporation (the “Company”), effective immediately. Mr. Wong’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. Wong for his service on the Board and valuable contributions to the Company.
Dr.
Hiu Man (Elliott) Cheng
On
August 14, 2026, Dr. Hiu Man (Elliott) Cheng (“Dr. Cheng”) resigned as a director of the Board of the Company and
as Chairperson of each of the Audit Committee, the Corporate Governance and Nominating Committee and the Compensation Committee of the
Board, effective immediately. Dr. Cheng’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. Cheng for his service on the Board and valuable contributions
to the Company.
Appointment
of Director
Mr.
Wei-Chieh Hao
On
August 16, 2026, the Board appointed Mr. Wei-Chieh Hao (“Mr. Hao”) to serve as an independent director and Chairperson
of each of the Corporate Governance and Nominating Committee and the Compensation Committee of the Board, effective immediately.
Mr.
Hao has more than 25 years of experience in asset management and financial services. He has served as an Executive Director and Responsible
Officer of Meyer Capital Group Limited since 2017. Prior to joining Meyer Capital Group Limited, Mr. Hao served as a Responsible Officer
of Innovest Asset Management Limited from 2015 to 2017 and as an Executive Director and Responsible Officer of Ever-Long Capital Management
Limited from 2014 to 2015. Earlier in his career, he held senior positions at Guoyuan Asset Management (Hong Kong) Limited and Jimei
Asset Management Limited. Mr. Hao founded Temujin Global Asset Management Ltd in 2008 and served as its Managing Director until 2009.
During the same period, he also served as a Non-Executive Director of Temujin International Investments Ltd, a Hong Kong-listed company.
Mr. Hao holds an MBA in Communication Management from Shih Hsin University and also completed programs at Peking University HSBC Business
School. Mr. Hao also holds various professional qualifications in securities and financial planning and has passed HKSI Licensing Examination
Papers 1 and 6.
There
are no arrangements or understandings between Mr. Hao and any other persons pursuant to which he was appointed as a director of the Board.
There are no family relationships between Mr. Hao 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.
Mr.
Richard T. Betts
On
August 18, 2026, the Board appointed Mr. Richard T. Betts (“Mr. Betts”) to serve as an independent director and Chairperson
of the Audit Committee of the Board, effective immediately.
Mr.
Betts has more than 20 years of experience in financial auditing, sustainability, climate change and transformation. He is the founder
and managing director of RZB Ltd, a sustainability advisory firm that he founded in 2024. Mr. Betts served as a Director of Sustainability
at Deloitte in Copenhagen in 2025 and as a Partner in Corporate Sustainability and Climate Change at ERM UK from 2023 to 2024. From 2021
to 2023, he served as a Partner and Associate Partner in Climate Change and Sustainability Services at EY UK. He served as Director of
Sustainability Services at KPMG Turkey from 2019 to 2021 and as Director and Senior Manager of Climate Change and Sustainability Services
at EY Turkey from 2013 to 2019. Mr. Betts also worked in financial audit and climate change and sustainability services at KPMG UK from
2004 to 2013. Mr. Betts is a Fellow Chartered Accountant of the Institute of Chartered Accountants in England and Wales and holds an
MPhil in Earth Sciences from the University of Cambridge and a BSc (Hons) in Geography from the University of Exeter.
There
are no arrangements or understandings between Mr. Betts and any other persons pursuant to which he was appointed as a director of the
Board. There are no family relationships between Mr. Betts 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.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 10.1 |
|
Independent
Director Agreement, dated as of August 16, 2026, between Ocean Capital Acquisition Corporation and Wei-Chieh Hao |
| 10.2 |
|
Independent Director Agreement, dated as of August 18, 2026, between Ocean Capital Acquisition Corporation and Richard T. Betts |
| 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:
August 19, 2026 |
By: |
/s/
Kin (Stephen) Sze |
| |
Name: |
Kin
(Stephen) Sze |
| |
Title: |
Chief
Executive Officer |