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OceanLight sponsor reports 5.1M-share stake

Filing details OceanLight Capital Sponsor Ltd.’s significant pre‑IPO shares, rights and warrants position in OCLTU.

(High)
(Neutral)
Form Type
3

Rhea-AI Filing Summary

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.

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Insider OceanLight Capital Sponsor Ltd.
Role 10% Owner
Type Security Shares Price Value
holding Rights F2 -- -- --
holding Warrants F2 -- -- --
holding Ordinary Shares, par value $0.0001 per share F1 -- -- --
Holdings After Transaction: Rights — 52,812 contracts (Direct); Warrants — 211,250 contracts (Direct); Ordinary Shares, par value $0.0001 per share — 5,144,750 shares (Direct)
Footnotes (2)
  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 underlying 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.
Ordinary shares held 5,144,750 shares Total ordinary shares held directly by OceanLight Capital Sponsor Ltd.
Pre-IPO ordinary shares 4,933,500 shares Ordinary shares acquired by the sponsor before the initial public offering
Shares subject to forfeiture 643,500 shares Portion of pre-IPO ordinary shares subject to forfeiture tied to over-allotment
Private placement units 211,250 units Units the sponsor has committed to purchase in a private placement at IPO closing
Rights held 211,250 rights Rights included in the private placement units
Underlying shares from rights 52,812 shares Ordinary shares underlying rights position reported as of August 7, 2026
Warrants held 211,250 warrants Warrants included in the private placement units
Warrant exercise price $11.50 per share Exercise price for each warrant to purchase one ordinary share
private placement units financial
"underlying the private placement units that the Sponsor has committed to purchase"
over-allotment option financial
"subject to forfeiture depending on the extent to which the underwriters' over-allotment option"
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.
initial public offering financial
"acquired by OceanLight Capital Sponsor Ltd. prior to the Issuer 's initial public offering"
An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.
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.
redemption or liquidation financial
"expiring five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation"

FAQ

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

Who is the reporting owner in OceanLight Acquisition Corp (OCLTU)’s Form 3?

The reporting owner is OceanLight Capital Sponsor Ltd., identified as a ten percent owner of OceanLight Acquisition Corp. The Form 3 reports this sponsor’s initial holdings of ordinary shares, rights, and warrants in connection with the company’s initial public offering.

How many ordinary shares of OCLTU does OceanLight Capital Sponsor Ltd. hold?

OceanLight Capital Sponsor Ltd. holds 5,144,750 ordinary shares. This includes 4,933,500 ordinary shares acquired before the initial public offering, of which 643,500 shares are subject to forfeiture depending on how the underwriters’ over-allotment option is exercised.

What warrants in OCLTU does OceanLight Capital Sponsor Ltd. beneficially own?

The sponsor holds 211,250 warrants, each entitling the holder to purchase one ordinary share at an exercise price of $11.50 per share. The warrants become exercisable 30 days after completion of the initial business combination and expire five years after that business combination or earlier upon redemption or liquidation.

What are the private placement units referenced in OCLTU’s Form 3?

The sponsor has committed to purchase 211,250 private placement units in a private placement closing simultaneously with the initial public offering. These units include 211,250 rights and 211,250 warrants, with the associated ordinary shares and derivatives included in the reported holdings.

Are any of the sponsor’s OCLTU shares subject to forfeiture?

Yes. Of the 4,933,500 ordinary shares acquired by the sponsor before the initial public offering, 643,500 shares are subject to forfeiture depending on the extent to which the underwriters’ over‑allotment option is exercised in connection with the offering.

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*
OceanLight Capital Sponsor Ltd.

(Last)(First)(Middle)
RITTER HOUSE, WICKHAMS CAY II
PO BOX 3170

(Street)
ROAD TOWNTORTOLAVG1110

(City)(State)(Zip)

VIRGIN ISLANDS, BRITISH

(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)
DirectorX10% Owner
Officer (give title below)Other (specify below)
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 Shares, par value $0.0001 per share5,144,750(1)D
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)D
Warrants (2) (2)Ordinary Shares211,250$11.5D
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 underlying 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.
/s/ Ping Zhang, Director of OceanLight Capital Sponsor Ltd09/08/2026
** 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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