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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): September 17, 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
8.01 Other Events.
On
September 17, 2026, pursuant to separate share transfer instruments, Poseidon Ocean Corporation transferred 3,813,333 ordinary shares
of SB Capital Holding Corporation, the sponsor of Ocean Capital Acquisition Corporation (the “Company”) (the “Sponsor”),
to Chi-Ping Cindy Lee (the “Transferee”). In addition, each of Hin Wing Wong, Hiu Man Cheng, Pok Yu Augustine Chow
and Man Kai Anthony Ho transferred 5,000 ordinary shares of the Sponsor to the Transferee. The foregoing transfers comprised an aggregate
of 3,833,333 ordinary shares of the Sponsor, representing all of the issued and outstanding equity interests in the Sponsor (collectively,
the “Transfers”). Following the completion of the Transfers, the Transferee owns 100% of the issued and outstanding
equity interests in the Sponsor.
The
Sponsor continues to serve as the sponsor of the Company and remains the record holder of the same number of securities of the Company
as it held immediately prior to the Transfers. The Sponsor’s existing rights and obligations under the agreements entered into
in connection with the Company’s initial public offering remain unchanged.
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: September 21, 2026 |
By: |
/s/ Kin (Stephen)
Sze |
| |
Name: |
Kin (Stephen) Sze |
| |
Title: |
Chief Executive Officer |
