OceanLight Acquisition Corp. (OCLT) reported net income of $153,260 for the three months ended August 31, 2026, and disclosed a proposed merger agreement with AIRE Inc. signed September 28, 2026. It had no operating revenue; $216,257 of trust investment interest exceeded $63,007 of general and administrative expenses.
The IPO and full over-allotment generated $115,000,000 in gross proceeds. As of August 31, 2026, the Trust Account held $115,216,257 and cash outside it was $522,130. Under the proposed transaction, OCLT would merge into its subsidiary, which would remain publicly traded, while AIRE would become its wholly owned subsidiary. AIRE shareholders would receive shares based on an agreed $1.0 billion AIRE Net Value, at $10.00 per share. Closing is subject to Form F-4 effectiveness, approvals by both companies’ shareholders and Nasdaq listing approval.
Management says it must complete a business combination by August 10, 2027, unless the period is extended, and disclosed substantial doubt about its ability to continue as a going concern until a combination or required liquidation. Management also concluded disclosure controls were ineffective because formal financial-reporting controls were not fully designed, implemented and documented.
OceanLight Acquisition Corp (symbol: OCLT) is the issuer of record for a Form 8-K filing submitted to the SEC.
OceanLight Acquisition Corporation (OCLTU) reported that, with underwriter consent, holders of its IPO units may begin separately trading the underlying ordinary shares, rights and warrants on or about September 11, 2026. Units will continue trading on the Nasdaq Global Market under OCLTU, while separated securities are expected to trade on the Nasdaq Capital Market as OCLT (ordinary shares), OCLTR (rights) and OCLTW (warrants).
Each unit consists of one ordinary share, one right to receive one-fourth of an ordinary share upon completion of the initial business combination, and one redeemable warrant, with each whole warrant exercisable for one ordinary share at $11.50 per share. Holders must have their brokers contact Continental Stock Transfer & Trust Company to separate the units.
OceanLight Acquisition Corp (OCLTU) filed an initial statement of beneficial ownership (Form 3) for director Sean Michael Deegan.
The filing reports no transactions, no derivative positions, and no holdings of OceanLight Acquisition Corp securities by the reporting person or related entities as of the reporting date.
OceanLight Acquisition Corp (OCLTU) reported the initial holdings of Zhang Ping, who is a director, Chairman, CEO, CFO and a more-than-10% owner. The securities are held indirectly through OceanLight Capital Sponsor Ltd., over which Zhang has sole voting and dispositive power.
The sponsor holds 5,144,750 Ordinary Shares, including 4,933,500 shares acquired before the initial public offering, of which 643,500 shares are subject to forfeiture depending on the underwriters' over-allotment option, and 211,250 shares included in private placement units. It also holds 52,812 rights, each exchangeable for one-fourth of one ordinary share, and 211,250 warrants, each to purchase one ordinary share at an exercise price of $11.50 per share beginning 30 days after completion of the initial business combination and expiring five years after that business combination.
OceanLight Acquisition Corp (OCLTU) disclosed that its 10% owner OceanLight Capital Sponsor Ltd. holds 5,144,750 ordinary shares, including 4,933,500 acquired before the initial public offering, of which 643,500 are subject to forfeiture depending on the underwriters' over-allotment option. The sponsor also holds rights convertible into 52,812 ordinary shares and 211,250 warrants, each warrant exercisable for one ordinary share at $11.50 starting 30 days after the completion of the initial business combination and expiring five years after that business combination or earlier upon redemption or liquidation.
OceanLight Acquisition Corp (OCLTU) had director Daniel M. McCabe file an initial statement of beneficial ownership on Form 3. The filing reports no transactions, derivative positions, or specific share holdings for him at this time.
OceanLight Acquisition Corp (OCLTU) filed an initial statement of beneficial ownership for director Becky Fallon. The filing lists no reportable transactions and no non-derivative or derivative holdings, indicating that, as of this report, Fallon does not report any beneficial ownership of OceanLight Acquisition Corp securities.
OceanLight Acquisition Corp (OCLTU) reports that Feis Equities LLC and Lawrence M. Feis have filed a Schedule 13G disclosing a passive ownership stake in the company’s ordinary shares (par value $0.0001).
The reporting persons beneficially own 637,191 ordinary shares, representing 6.37% of the class, with sole voting and dispositive power over all of these shares and no shared power. The ownership percentage is based on 10,000,000 ordinary shares outstanding as of August 10, 2026, as reported by OceanLight Acquisition Corp.
OceanLight Acquisition Corporation (OCLTU) reports that underwriters have exercised in full their over-allotment option related to its SPAC IPO. On August 21, 2026 they elected to purchase 1,500,000 Option Units at $10.00 each, and the sale closed on August 24, 2026, generating $15,000,000 in additional gross proceeds.
The company also completed a simultaneous private placement of 7,500 Additional Private Placement Units to OceanLight Capital Sponsor Ltd. at $10.00 per unit, adding $75,000 of gross proceeds. In total, $115,000,000 of net proceeds from the IPO, Option Units and private placement were placed in a trust account. The accompanying unaudited pro forma balance sheet as of August 24, 2026 shows total assets of $115,986,512, including $115,126,630 of ordinary shares subject to possible redemption and shareholders’ equity of $764,042.