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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 26, 2026

 

Ocean Capital Acquisition Corporation

(Exact name of registrant as specified in its charter)

 

British Virgin Islands   001-43334   N/A

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

1209 Orange Street

Wilmington, DE 19801

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (323) 242-0766

 

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one ordinary share, one right, and one redeemable warrant   OCACU   New York Stock Exchange
Ordinary shares, par value $0.0001 per share   OCAC   New York Stock Exchange
Rights, each entitling the holder to receive one ordinary share upon the consummation of a business combination   OCACR   New York Stock Exchange
Warrants, each exercisable for one ordinary share   OCACW   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 4.01. Changes in Registrant’s Certifying Accountant.

 

Dismissal of YCM

 

On August 26, 2026, Ocean Capital Acquisition Corporation (the “Company”), with the approval of the audit committee (the “Committee”) of the Company’s board of directors (the “Board”) and the Board, dismissed YCM CPA INC. (“YCM”) as the Company’s independent registered public accounting firm, effective immediately. YCM’s audit reports on the Company’s financial statements for the fiscal years ended June 30, 2025 and 2024 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. YCM’s audit reports on the Company’s financial statements for the fiscal years ended June 30, 2025 and 2024 contained an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern.

 

During the fiscal years ended June 30, 2025 and 2024 and the subsequent interim period through the date of this Current Report on Form 8-K, there were (i) no disagreements with YCM on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of YCM, would have caused YCM to make reference thereto in connection with its reports on the financial statements for such years, and (ii) no reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

The Company has requested that YCM furnish it with a letter addressed to the U.S. Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated August 31, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

Appointment of HYYH

 

On August 27, 2026, with the approval of the Committee and the Board, the Company appointed HYYH CPA. LLC (“HYYH”) as the Company’s independent registered public accounting firm for the fiscal year ended June 30, 2026, effective immediately.

 

During the fiscal years ended June 30, 2025 and 2024 and the subsequent interim period through the date of this Current Report on Form 8-K, the Company did not consult with HYYH with regard to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and no written report was provided to the Company or oral advice was provided to the Company by HYYH that HYYH concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

The following exhibits are being filed herewith:

 

Exhibit No.   Description
16.1   Letter from YCM CPA INC., dated as of August 31, 2026, addressed to the Securities and Exchange Commission
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  OCEAN CAPITAL ACQUISITION CORPORATION
     
Date: August 31, 2026 By: /s/ Kin (Stephen) Sze
  Name: Kin (Stephen) Sze
  Title: Chief Executive Officer

 

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