Ocean Capital Acquisition Earnings Report: SPAC Holds $115 Million
Ocean Capital Acquisition Corp's first 10-K since its June IPO shows $115.2 million in trust, a $38,761 net loss and a June 10, 2027 deadline to find a deal.
The news: Ocean Capital Acquisition Corp., a blank-check company listed on the New York Stock Exchange (ordinary shares: OCAC), filed its Form 10-K on September 28 for the fiscal year ended June 30, 2026. The filing is the first annual report since its $115 million initial public offering on June 10. It reports no definitive business combination agreement, a net loss of $38,761 and a trust account of $115.2 million.
By the numbers:
- IPO: 11,500,000 units at $10.00, including 1,500,000 over-allotment units
- Private placement: 150,000 units to the sponsor for $1.5 million
- Trust account at June 30, 2026: $115,226,525, including $226,525 of interest and other income
- Net loss: $38,761, versus $189,492 the prior year
- General and administrative expenses: $265,286
- Cash outside trust: $171,379; working capital: $128,164
- Deadline to complete a deal: June 10, 2027
Why it matters: A SPAC’s annual report has little operating detail to analyze, so the numbers that matter are the cash in trust, the clock and the terms. Each unit sold in the IPO holds one ordinary share, one right to receive an additional ordinary share when a business combination closes and one warrant exercisable at $11.50. Trust funds are invested in short-dated U.S. Treasury obligations or money market funds, and the $226,525 of trust income offset most of the $265,286 in administrative expense, which left a small net loss. The prior-year loss of $189,492 was entirely administrative expense, before any trust existed.
The big picture: The structure is a short, tightly timed vehicle. The company has 12 months from the IPO closing to complete a deal unless shareholders approve an extension through an amendment to its charter documents. If it misses the deadline, it will redeem public shares at the trust value per share, with the rights and warrants expiring worthless. The filing says the initial per-share redemption amount is $10.00. Transaction costs for the IPO were about $5.1 million, including $4.025 million of deferred underwriting commissions and 170,000 shares issued to A.G.P./Alliance Global Partners or its designees.
The sponsor is SB Capital Holding Corporation, and the team is led by Kin (Stephen) Sze. The company says it will not limit its search to a specific industry or geography. The units began trading separately as shares, rights and warrants on August 3, 2026.
What’s next: No target has been announced in the filing. Any agreement will need to meet the requirement that the target’s fair market value be at least 80% of the trust balance, and public shareholders will have redemption rights in connection with a deal. The company must complete a transaction by June 10, 2027, or seek an extension from shareholders.
Prepared with AI assistance from public sources and reviewed under our editorial policy. Not investment advice.
