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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 24, 2026
OceanLight Acquisition Corporation
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43440 |
|
N/A00-0000000 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
|
1185 Avenue of the Americas, Suite 349
New York, NY |
|
10036 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (212) 612-1400
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 to 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 exchange on which registered |
|
Units, each consisting of one ordinary share, one right and one warrant |
|
OCLTU |
|
The Nasdaq
Stock Market LLC |
| Ordinary Shares, $0.0001 par value |
|
OCLT |
|
The Nasdaq
Stock Market LLC |
| Rights, each right to receive one-fourth (1/4) of one Ordinary Share |
|
OCLTR |
|
The Nasdaq
Stock Market LLC |
|
Warrants, each exercisable for one ordinary share at an exercise price of $11.50 per share |
|
OCLTW |
|
The Nasdaq
Stock Market LLC |
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.
As
previously reported, on August 10, 2026, OceanLight Acquisition Corporation, a Cayman Islands exempted company (the “Company”)
consummated an initial public offering (the “IPO”) of 10,000,000 units (the “Units”). The Units were sold at
an offering price of $10.00 per Unit, generating total gross proceeds of $100,000,000.
On
August 21, 2026, the underwriters exercised in full their over-allotment option to purchase 1,500,000 additional Units (the “Option
Units”) at a price of $10.00 per Option Unit. The closing of the issuance and sale of the Option Units occurred on August 24, 2026,
generating additional aggregate gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option, the Company
consummated the private placement of an additional 7,500 private placement units (the “Additional Private Placement Units”)
to OceanLight Capital Sponsor Ltd. at a price of $10.00 per Additional Private Placement Unit, generating additional aggregate gross
proceeds of $75,000.
An
audited balance sheet as of August 10, 2026 reflecting receipt of the proceeds upon consummation of the IPO has been issued by the Company
and previously filed as Exhibit 99.1 to a Current Report on Form 8-K on August 14, 2026. An unaudited pro forma balance sheet of the
Company as of August 24, 2026, reflecting the consummation of the exercise in full of the underwriters’ over-allotment option and
the related transactions, is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Unaudited Pro Forma Balance Sheet as of August 24, 2026 |
| 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.
| |
OceanLight Acquisition Corporation |
| |
|
| Date: August 27, 2026 |
By: |
/s/ Ping Zhang |
| |
Name: |
Ping Zhang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
| Unaudited Pro Forma Balance Sheet as of August 24, 2026 |
|
F-2 |
| Notes to Unaudited Pro Forma Financial Statement |
|
F-3 |
OCEANLIGHT ACQUISITION
CORPORATION
UNAUDITED PRO FORMA BALANCE
SHEET
August 24, 2026
| | |
August 10, 2026 | | |
Pro Forma
Adjustments | | |
| | |
As
Adjusted | |
| | |
| | |
(Unaudited) | | |
| | |
(Unaudited) | |
| Assets | |
| | | |
| | | |
| | |
| | |
| Current Assets | |
| | | |
| | | |
| | |
| | |
| Cash | |
$ | 889,131 | | |
$ | (14,001 | ) | |
(e) | | |
$ | 522,130 | |
| | |
| | | |
| (11,000 | ) | |
(g) | | |
| | |
| | |
| | | |
| (12,000 | ) | |
(g) | | |
| | |
| | |
| | | |
| (140,000 | ) | |
(j) | | |
| | |
| | |
| | | |
| (190,000 | ) | |
(k) | | |
| | |
| Advance – related party | |
| | | |
| 190,000 | | |
(k) | | |
| 190,000 | |
| Prepaid expenses | |
| - | | |
| 140,000 | | |
(j) | | |
| 147,752 | |
| | |
| - | | |
| 7,752 | | |
(e) | | |
| | |
| Total Current Assets | |
| 889,131 | | |
| (29,249 | ) | |
| | |
| 859,882 | |
| | |
| | | |
| | | |
| | |
| | |
| Cash and investments held in Trust Account | |
| 100,000,000 | | |
| 15,000,000 | | |
(a) | | |
| 115,126,630 | |
| | |
| | | |
| 75,000 | | |
(b) | | |
| | |
| | |
| | | |
| (75,000 | ) | |
(c) | | |
| | |
| | |
| | | |
| 126,630 | | |
(d) | | |
| | |
| Deferred offering costs | |
| - | | |
| 75,000 | | |
(c) | | |
| - | |
| | |
| | | |
| 47,664 | | |
(h) | | |
| | |
| | |
| | | |
| (122,664 | ) | |
(l) | | |
| | |
| Total Assets | |
$ | 100,889,131 | | |
$ | 15,097,381 | | |
| | |
$ | 115,986,512 | |
| | |
| | | |
| | | |
| | |
| | |
| Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | |
| | | |
| | | |
| | |
| | |
| Current Liabilities | |
| | | |
| | | |
| | |
| | |
| Accounts payable and accrued expenses | |
$ | 104,413 | | |
$ | 3,644 | | |
(i) | | |
$ | 95,840 | |
| | |
| | | |
| 9,032 | | |
(i) | | |
| | |
| | |
| | | |
| (6,249 | ) | |
(e) | | |
| | |
| | |
| | | |
| (15,000 | ) | |
(g) | | |
| | |
| Over-allotment option liability | |
| 139,839 | | |
| (139,839 | ) | |
(f) | | |
| - | |
| Total Current Liabilities | |
| 244,252 | | |
| (148,412 | ) | |
| | |
| 95,840 | |
| Total Liabilities | |
| 244,252 | | |
| (148,412 | ) | |
| | |
| 95,840 | |
| | |
| | | |
| | | |
| | |
| | |
| Commitments and Contingencies (Note 6) | |
| | | |
| | | |
| | |
| | |
| | |
| | | |
| | | |
| | |
| | |
| Ordinary shares subject to possible
redemption, $0.0001 par value, 500,000,000 shares authorized, 10,000,000 shares and 11,500,000 shares at redemption value of $10.00
and $10.01 per share, as actual and adjusted, respectively | |
| 100,000,000 | | |
| 15,000,000 | | |
(a) | | |
| 115,126,630 | |
| | |
| | | |
| 126,630 | | |
(d) | | |
| | |
| Shareholders’ Equity: | |
| | | |
| | | |
| | |
| | |
| Ordinary shares, $0.0001 par value, 500,000,000 shares authorized, 5,334,750 shares and 5,382,250 shares issued and outstanding, as actual and adjusted, respectively (excluding 10,000,000 shares and 11,500,000 shares subject to possible redemption, as actual and adjusted, respectively) | |
| 534 | | |
| 1 | | |
(b) | | |
| 538 | |
| | |
| | | |
| 3 | | |
(h) | | |
| | |
| Additional paid-in capital | |
| 688,141 | | |
| 74,999 | | |
(b) | | |
| 701,346 | |
| | |
| | | |
| (122,664 | ) | |
(l) | | |
| | |
| | |
| | | |
| (126,630 | ) | |
(d) | | |
| | |
| | |
| | | |
| 139,839 | | |
(f) | | |
| | |
| | |
| | | |
| 47,661 | | |
(h) | | |
| | |
| Accumulated deficit | |
| (43,796 | ) | |
| 126,630 | | |
(d) | | |
| 62,158 | |
| | |
| | | |
| (3,644 | ) | |
(i) | | |
| | |
| | |
| | | |
| (9,032 | ) | |
(i) | | |
| | |
| | |
| | | |
| (8,000 | ) | |
(g) | | |
| | |
| Total Shareholders’ Equity | |
| 644,879 | | |
| 119,163 | | |
| | |
| 764,042 | |
| Total Liabilities, Ordinary Shares Subject to Redemption and Shareholders’ Equity | |
$ | 100,889,131 | | |
$ | 15,097,381 | | |
| | |
$ | 115,986,512 | |
The accompany notes are an integral part of the
unaudited pro forma financial statement.
OCEANLIGHT ACQUISITION CORPORATION
NOTES TO UNAUDITED PRO FORMA FINANCIAL STATEMENT
Note 1 — Closing of Over-allotment Option
and Additional Private Placement Units
The accompanying unaudited Pro Forma Balance Sheet
presents the Balance Sheet of OceanLight Acquisition Corporation (the “Company”) as of August 10, 2026, adjusted for the closing
of the underwriters’ over-allotment option and related transactions which occurred on August 24, 2026 as described below.
On August 10, 2026, the Company consummated its
initial public offering (“IPO”) of 10,000,000 units (the “Units” and, with respect to the ordinary shares included
in the Units being offered, the “Public Shares”) at an offering price of $10.00 per Unit generating gross proceeds of $100,000,000.
Simultaneously with the closing of the IPO, the Company consummated a private placement (the “Private Placement”) in which
OceanLight Capital Sponsor Ltd. (the “Sponsor”) purchased 211,250 units (the “Private Placement Units”) at a price
of $10.00 per Private Placement Unit, generating total gross proceeds of $2,112,500.
The Company granted the underwriters a 45-day
option to purchase up to an additional 1,500,000 Units (the “Option Units”) at $10.00 per unit to cover over-allotments, if
any. On August 21, 2026, the underwriters notified the Company of their exercise of the over-allotment option in full to purchase 1,500,000
Option Units at $10.00 per unit. The closing of the issuance and sale of the Option Units occurred on August 24, 2026, generating total
gross proceeds of $15,000,000. Simultaneously with the closing of the over-allotment option, the Company consummated the private placement
of an aggregate of 7,500 Private Placement Units to the Sponsor, at a price of $10.00 per Private Placement Unit, generating gross proceeds
of approximately $75,000.
A total of $115,000,000 ($10.00 per Unit) of the
net proceeds from the sales of Units in the IPO on August 10, 2026, the Option Units and the Private Placement Units on August 24, 2026,
was placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee.
Pro forma adjustments to reflect the sales of
the Option Units and additional Private Placement Units described above are as follows:
| Pro
Forma Entries |
|
Debit |
|
|
Credit |
|
| (a) |
|
Cash and investments
held in Trust Account |
|
$ |
15,000,000 |
|
|
|
|
|
| |
|
Ordinary share subject
to possible redemption |
|
|
|
|
|
$ |
15,000,000 |
|
| |
|
To record the sale of
1,500,000 Option Units at $10.00 per Unit |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (b) |
|
Cash and investments held
in Trust Account |
|
$ |
75,000 |
|
|
|
|
|
| |
|
Ordinary shares |
|
|
|
|
|
$ |
1 |
|
| |
|
Additional paid-in capital |
|
|
|
|
|
$ |
74,999 |
|
| |
|
To record the sale of
7,500 Private Placement Units at $10.00 per Unit |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (c) |
|
Deferred offering costs |
|
$ |
75,000 |
|
|
|
|
|
| |
|
Cash and investments held
in Trust Account |
|
|
|
|
|
$ |
75,000 |
|
| |
|
To record payment of
underwriting commission (0.50% of sale of Option Units proceeds) |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (d) |
|
Cash and investments held
in Trust Account |
|
$ |
126,630 |
|
|
|
|
|
| |
|
Interest earned in investments
held in Trust Account |
|
|
|
|
|
$ |
126,630 |
|
| |
|
Additional paid-in capital |
|
$ |
126,630 |
|
|
|
|
|
| |
|
Ordinary share subject
to possible redemption |
|
|
|
|
|
$ |
126,630 |
|
| |
|
To record interest earned
in Trust Account and to reclassify interest income to temporary equity |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (e) |
|
Prepaid expense |
|
$ |
7,752 |
|
|
|
|
|
| |
|
Accrued offering costs |
|
|
6,249 |
|
|
|
|
|
| |
|
Cash |
|
|
|
|
|
$ |
14,001 |
|
| |
|
To record prepaid trust
fees |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (f) |
|
Over-allotment liability |
|
$ |
139,839 |
|
|
|
|
|
| |
|
Additional paid-in capital |
|
|
|
|
|
$ |
139,839 |
|
| |
|
To reverse over-allotment
option liability |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (g) |
|
Accrued expenses |
|
$ |
15,000 |
|
|
|
|
|
| |
|
Audit fees |
|
|
8,000 |
|
|
|
|
|
| |
|
Cash |
|
|
|
|
|
$ |
11,000 |
|
| |
|
Cash |
|
|
|
|
|
|
12,000 |
|
| |
|
To record payments of
professional fees |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (h) |
|
Deferred offering costs |
|
$ |
47,664 |
|
|
|
|
|
| |
|
Ordinary shares |
|
|
|
|
|
$ |
3 |
|
| |
|
Additional paid-in capital |
|
|
|
|
|
|
47,661 |
|
| |
|
To record issuance of
30,000 representative shares to underwriter at fair market value |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (i) |
|
Insurance expense |
|
$ |
3,644 |
|
|
|
|
|
| |
|
Administrative service
expense |
|
|
9,032 |
|
|
|
|
|
| |
|
Accounts payable and accrued
expenses |
|
|
|
|
|
$ |
3,644 |
|
| |
|
Accounts payable and accrued
expenses |
|
|
|
|
|
|
9,032 |
|
| |
|
To record accrued expenses |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (j) |
|
Prepaid expenses |
|
$ |
140,000 |
|
|
|
|
|
| |
|
Cash |
|
|
|
|
|
$ |
140,000 |
|
| |
|
To record prepayment
of legal and the Sponsor’s administrative fees |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (k) |
|
Advance - related party |
|
$ |
190,000 |
|
|
|
|
|
| |
|
Cash |
|
|
|
|
|
$ |
190,000 |
|
| |
|
To record the Sponsor’s
withdrawal of cash for D&O insurance payment |
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
|
|
|
| (l) |
|
Additional paid-in capital |
|
$ |
122,664 |
|
|
|
|
|
| |
|
Deferred offering costs |
|
|
|
|
|
$ |
122,664 |
|
| |
|
To record the charge
of deferred offering costs to APIC |
|
|
|
|
|
|
|
|
