--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-26-028579" form_type: "8-K" ticker: "OCAC" cik: "0001926314" company_name: "Ocean Capital Acquisition Corp" filed_at: "2026-06-13T00:46:36+00:00" generated_at: "2026-06-15T10:10:28.903027+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Ocean Capital Acquisition Corp closes $115M SPAC IPO, units start trading on NYSE ## Summary - Gross proceeds of $115M from 11.5M units at $10/unit (includes full over-allotment) plus $1.5M sponsor private placement. - $115M placed in trust with Odyssey Transfer & Trust, includes up to $4.025M deferred underwriting commissions. - Each unit consists of one ordinary share, one right, and one warrant (exercisable at $11.50). - Units trade under OCACU; ordinary shares, rights, warrants to trade separately as OCAC, OCACR, OCACW. - Pok Yu Chow, Hiu Man Cheng, and Hin Wing Wong appointed to board and audit/compensation committees. ## SEC filing metadata - accession: 0001493152-26-028579 - form_type: 8-K - ticker: OCAC - cik: 0001926314 - company_name: Ocean Capital Acquisition Corp - filed_at: 2026-06-13T00:46:36+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-26-028579 - JSON: https://secwatch.observer/filing/0001493152-26-028579.json - Plain text: https://secwatch.observer/filing/0001493152-26-028579.txt ## Key facts - Equity Issuances Ocean Capital Acquisition Corp issued an aggregate of 150,000 units of unit to the Sponsor for $10.00 per Private Placement Unit for an aggregate purchase price of $1,500,000. - Security: unit - Shares: an aggregate of 150,000 units - Purchaser: the Sponsor - Consideration: $10.00 per Private Placement Unit for an aggregate purchase price of $1,500,000 source text: Simultaneously with the closing of the IPO, pursuant to the Sponsor Private Placement Units Purchase Agreement, the Company completed the private sale of an aggregate of 150,000 units (the “Private Placement Units”) to the Sponsor at a price of $10.00 per Private Placement Unit for an aggregate purchase price of $1,500,000. evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Executive change Pok Yu (Augustine) Chow was appointed as Director at Ocean Capital Acquisition Corp. - Action: appointed - Role: Director source text: On May 4, 2026, in connection with the IPO, Pok Yu (Augustine) Chow, Hiu Man (Elliott) Cheng, and Hin Wing (Simon) Wong (collectively with Kin (Stephen) Sze and Man Kai (Anthony) Ho, the “Directors”) were appointed to the board of directors of the Company (the “Board”). evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Executive change Hin Wing (Simon) Wong was appointed as Director at Ocean Capital Acquisition Corp. - Action: appointed - Role: Director source text: On May 4, 2026, in connection with the IPO, Pok Yu (Augustine) Chow, Hiu Man (Elliott) Cheng, and Hin Wing (Simon) Wong (collectively with Kin (Stephen) Sze and Man Kai (Anthony) Ho, the “Directors”) were appointed to the board of directors of the Company (the “Board”). evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Executive change Hiu Man (Elliott) Cheng was appointed as Director at Ocean Capital Acquisition Corp. - Action: appointed - Role: Director source text: On May 4, 2026, in connection with the IPO, Pok Yu (Augustine) Chow, Hiu Man (Elliott) Cheng, and Hin Wing (Simon) Wong (collectively with Kin (Stephen) Sze and Man Kai (Anthony) Ho, the “Directors”) were appointed to the board of directors of the Company (the “Board”). evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Governance Changes Ocean Capital Acquisition Corp: Amended and restated memorandum and articles of association adopted effective June 10, 2026 (effective 2026-06-10). - Change: charter amendment - Effective: 2026-06-10 source text: the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the British Virgin Islands Registrar of Companies. The Amended and Restated Memorandum and Articles of Association have an effective date of June 10, 2026, being the date on which the special resolution to adopt the Amended and Restated Memorandum and Articles of Association was passed. evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Material Agreements Ocean Capital Acquisition Corp entered into Letter Agreement with Officers, Directors, and Sponsor valued at Not separately valued (effective 2026-06-08). - Action: entry - Counterparty: Officers, Directors, and Sponsor - Value: Not separately valued - Effective: 2026-06-08 source text: ● A Letter Agreement, dated June 8, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Material Agreements Ocean Capital Acquisition Corp entered into Investment Management Trust Agreement with Odyssey Transfer & Trust Company valued at Not separately valued (effective 2026-06-10). - Action: entry - Counterparty: Odyssey Transfer & Trust Company - Value: Not separately valued - Effective: 2026-06-10 source text: ● An Investment Management Trust Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Material Agreements Ocean Capital Acquisition Corp entered into Administrative Services Agreement with SB Capital Holding Corporation valued at Not separately valued (effective 2026-06-10). - Action: entry - Counterparty: SB Capital Holding Corporation - Value: Not separately valued - Effective: 2026-06-10 source text: ● An Administrative Services Agreement, dated June 10, 2026, by and between the Company and SB Capital Holding Corporation, which is attached as Exhibit 10.5 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Material Agreements Ocean Capital Acquisition Corp entered into Rights Agreement with Odyssey Transfer & Trust Company valued at Not separately valued (effective 2026-06-10). - Action: entry - Counterparty: Odyssey Transfer & Trust Company - Value: Not separately valued - Effective: 2026-06-10 source text: ● A Rights Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company, as rights agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Material Agreements Ocean Capital Acquisition Corp entered into Private Placement Units Purchase Agreement with Sponsor valued at Not separately valued (effective 2026-06-10). - Action: entry - Agreement: equity purchase - Counterparty: Sponsor - Value: Not separately valued - Effective: 2026-06-10 source text: ● A Private Placement Units Purchase Agreement, dated June 10, 2026 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Material Agreements Ocean Capital Acquisition Corp entered into Underwriting Agreement with A.G.P./Alliance Global Partners valued at $100,000,000 (effective 2026-06-08). - Action: entry - Agreement: underwriting - Counterparty: A.G.P./Alliance Global Partners - Value: $100,000,000 - Effective: 2026-06-08 source text: ● An Underwriting Agreement, dated June 8, 2026, by and among the Company and A.G.P./Alliance Global Partners (“A.G.P.”), as representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm - Material Agreements Ocean Capital Acquisition Corp entered into Warrant Agreement with Odyssey Transfer & Trust Company valued at Not separately valued (effective 2026-06-10). - Action: entry - Counterparty: Odyssey Transfer & Trust Company - Value: Not separately valued - Effective: 2026-06-10 source text: ● A Warrant Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1926314/000149315226028579/0001493152-26-028579-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.