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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): September 17, 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 8.01 Other Events.

 

On September 17, 2026, pursuant to separate share transfer instruments, Poseidon Ocean Corporation transferred 3,813,333 ordinary shares of SB Capital Holding Corporation, the sponsor of Ocean Capital Acquisition Corporation (the “Company”) (the “Sponsor”), to Chi-Ping Cindy Lee (the “Transferee”). In addition, each of Hin Wing Wong, Hiu Man Cheng, Pok Yu Augustine Chow and Man Kai Anthony Ho transferred 5,000 ordinary shares of the Sponsor to the Transferee. The foregoing transfers comprised an aggregate of 3,833,333 ordinary shares of the Sponsor, representing all of the issued and outstanding equity interests in the Sponsor (collectively, the “Transfers”). Following the completion of the Transfers, the Transferee owns 100% of the issued and outstanding equity interests in the Sponsor.

 

The Sponsor continues to serve as the sponsor of the Company and remains the record holder of the same number of securities of the Company as it held immediately prior to the Transfers. The Sponsor’s existing rights and obligations under the agreements entered into in connection with the Company’s initial public offering remain unchanged.

 

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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: September 21, 2026 By: /s/ Kin (Stephen) Sze
  Name: Kin (Stephen) Sze
  Title: Chief Executive Officer

 

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