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.