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OceanLight CEO Zhang Ping discloses 5.1M-share stake

Zhang Ping reports significant indirect holdings in OceanLight Acquisition Corp via the sponsor, including pre-IPO shares, rights, and $11.50 exercise-price warrants.

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Rhea-AI Filing Summary

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.

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Insider Zhang Ping
Role Chairman, CEO and CFO
Type Security Shares Price Value
holding Rights F2, F3 -- -- --
holding Warrants F2, F3 -- -- --
holding Ordinary Shares F1, F3 -- -- --
Holdings After Transaction: Rights — 52,812 contracts (Indirect, By OceanLight Capital Sponsor Ltd.); Warrants — 211,250 contracts (Indirect, By OceanLight Capital Sponsor Ltd.); Ordinary Shares — 5,144,750 shares (Indirect, By OceanLight Capital Sponsor Ltd.)
Footnotes (3)
  1. F1. Includes 4,933,500 ordinary shares of the Issuer acquired by OceanLight Capital Sponsor Ltd. prior to the Issuer 's initial public offering, of which 643,500 ordinary shares are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised. Also includes 211,250 ordinary shares included in the private placement units that the Sponsor has committed to purchase in a private placement that will close simultaneously with the closing of the Issuer's initial public offering.
  2. F2. Includes 211,250 rights and 211,250 warrants included in the private placement units, which the Sponsor has committed to purchase in a private placement that will close simultaneously with the closing of the Issuer's initial public offering. Each right is exchangeable for one-fourth of one ordinary share. Each warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share, commencing 30 days after the completion of the Issuer's initial business combination and expiring five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described in the Issuer's prospectus.
  3. F3. The securities reported herein are held directly by OceanLight Capital Sponsor Ltd. (the "Sponsor"). Mr. Ping Zhang, as the sole shareholder and sole director of the Sponsor, has sole voting and dispositive power over the securities held by the Sponsor.
Indirectly held Ordinary Shares 5,144,750 shares Ordinary Shares of OceanLight Acquisition Corp held by OceanLight Capital Sponsor Ltd. after the reported holdings date
Pre-IPO Ordinary Shares 4,933,500 shares Ordinary shares acquired by the sponsor prior to the initial public offering
Shares subject to forfeiture 643,500 shares Ordinary shares that may be forfeited depending on underwriters’ over-allotment option
Private placement ordinary shares 211,250 shares Ordinary shares included in private placement units the sponsor committed to purchase
Rights underlying shares 52,812 underlying shares Rights indirectly held, each right exchangeable for one-fourth of one ordinary share (52,812 rights)
Warrants underlying shares 211,250 underlying shares Ordinary shares underlying warrants held indirectly by the sponsor
Warrant exercise price $11.50 per share Exercise price for each warrant to purchase one ordinary share
Business combination vesting start 30 days after completion Warrants become exercisable 30 days after completion of the initial business combination
over-allotment option financial
"subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
private placement units financial
"ordinary shares included in the private placement units that the Sponsor has committed to purchase"
rights financial
"Includes 211,250 rights and 211,250 warrants included in the private placement units"
Rights are special privileges that give existing shareholders the opportunity to buy additional shares of a company's stock before they are offered to the public. They help investors maintain their ownership percentage and can be seen as a way to protect their investment stake. Think of rights like a VIP pass allowing current investors to purchase new shares first, ensuring they can preserve their influence in the company.
warrants financial
"Each warrant entitles the holder to purchase one ordinary share at an exercise price"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
initial business combination financial
"commencing 30 days after the completion of the Issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider position does Zhang Ping hold in OceanLight Acquisition Corp (OCLTU)?

Zhang Ping is reported as a director, Chairman, Chief Executive Officer, Chief Financial Officer, and a more-than-10% owner of OceanLight Acquisition Corp, with securities held indirectly through OceanLight Capital Sponsor Ltd.

How many OceanLight (OCLTU) ordinary shares are indirectly held by the sponsor entity?

OceanLight Capital Sponsor Ltd. holds 5,144,750 Ordinary Shares of OceanLight Acquisition Corp, including 4,933,500 acquired before the IPO and 211,250 ordinary shares included in private placement units.

What portion of Zhang Ping’s OceanLight ordinary shares may be forfeited?

Of the pre-IPO ordinary shares, 643,500 shares are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised.

What OceanLight (OCLTU) rights does Zhang Ping indirectly hold and what do they convert into?

Through the sponsor, Zhang Ping indirectly holds 52,812 rights. Each right is exchangeable for one-fourth of one ordinary share of OceanLight Acquisition Corp.

What are the terms of the OceanLight (OCLTU) warrants held by the sponsor?

The sponsor holds 211,250 warrants, each entitling the holder to purchase one ordinary share at an exercise price of $11.50 per share, starting 30 days after completion of the initial business combination and expiring five years after that business combination.

Who has voting and dispositive power over the OceanLight (OCLTU) securities held by the sponsor?

The filing states that the securities are held by OceanLight Capital Sponsor Ltd., and that Mr. Ping Zhang, as the sponsor’s sole shareholder and sole director, has sole voting and dispositive power over these securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Zhang Ping

(Last)(First)(Middle)
C/O OCEANLIGHT ACQUISITION CORPORATION,
1185 6TH AVE., SUITE 349

(Street)
NEW YORK NEW YORK 10036

(City)(State)(Zip)

UNITED STATES

(Country)
2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2026
3. Issuer Name and Ticker or Trading Symbol
OceanLight Acquisition Corp [ OCLTU ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chairman, CEO and CFO
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Ordinary Shares5,144,750(1)IBy OceanLight Capital Sponsor Ltd.(3)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Rights (2) (2)Ordinary Shares52,812(2)IBy OceanLight Capital Sponsor Ltd.(3)
Warrants (2) (2)Ordinary Shares211,250$11.5IBy OceanLight Capital Sponsor Ltd.(3)
Explanation of Responses:
1. Includes 4,933,500 ordinary shares of the Issuer acquired by OceanLight Capital Sponsor Ltd. prior to the Issuer 's initial public offering, of which 643,500 ordinary shares are subject to forfeiture depending on the extent to which the underwriters' over-allotment option is exercised. Also includes 211,250 ordinary shares included in the private placement units that the Sponsor has committed to purchase in a private placement that will close simultaneously with the closing of the Issuer's initial public offering.
2. Includes 211,250 rights and 211,250 warrants included in the private placement units, which the Sponsor has committed to purchase in a private placement that will close simultaneously with the closing of the Issuer's initial public offering. Each right is exchangeable for one-fourth of one ordinary share. Each warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per share, commencing 30 days after the completion of the Issuer's initial business combination and expiring five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation, as described in the Issuer's prospectus.
3. The securities reported herein are held directly by OceanLight Capital Sponsor Ltd. (the "Sponsor"). Mr. Ping Zhang, as the sole shareholder and sole director of the Sponsor, has sole voting and dispositive power over the securities held by the Sponsor.
/s/ Ping Zhang09/08/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

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