NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Ocean Capital Acquisition Corporation (the “Company”) is a blank check company incorporated on August 20, 2021, under the laws of the British Virgin Islands for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (the “Business Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination.

The Company is an early-stage company and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage companies and emerging growth companies. The Company has selected June 30 as its fiscal year end.

The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering (as defined below).

The registration statement for the Company’s Initial Public Offering (“Initial Public Offering”) was declared effective on June 8, 2026. On June 10, 2026, the Company consummated the Initial Public Offering of 11,500,000 units (the “Public Units”), which includes 1,500,000 Public Units upon the full exercise by the underwriter of its over-allotment option, at $10.00 per Public Unit, generating gross proceeds of $115,000,000 to the Company. Each Unit consists of one ordinary share, one right (“Public Right”) and one warrant (the “Public Warrant”). Each whole Public Right will entitle the holder to receive one ordinary share upon consummation of initial business combination. Each Public Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per share, subject to adjustment as provided in the warrant agreement.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 150,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit in a private placement to SB Capital Holding Corporation (the “Sponsor”), generating gross proceeds of $1,500,000 to the Company. Each Private Placement Unit consists of one ordinary share, one right (“Private Placement Right”) and one warrant (the “Private Placement Warrant”). Each Private Placement Right will entitle the holder to receive one ordinary share upon consummation of the initial business combination. Each Private Placement Warrant will entitle the holder to purchase one ordinary share at an exercise price of $11.50 per share, subject to adjustment as provided in the warrant agreement.

Following the closing of the Initial Public Offering, the aggregate amount of $115,000,000 ($10.00 per Public Unit) was held in a trust account (“Trust Account”) established for the benefit of the Company’s public shareholders and maintained by Odyssey Transfer and Trust Company, acting as trustee. Funds held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below.

Pursuant to the New York Stock Exchange (“NYSE”) listing rules, the Company’s initial business combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the balance in the Trust Account (excluding any taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement for such Business Combination, which may involve the simultaneous acquisition of more than one target business. The fair market value of the target business or businesses will be determined by the Company’s board of directors based upon one or more standards generally accepted by the financial community, such as actual and potential sales, earnings, cash flow and/or book value. The board of directors will have broad discretion in choosing the standards used to establish the fair market value of any prospective target business. The target business or businesses that the Company acquires may have a collective fair market value substantially in excess of 80% of the Trust Account balance. The Company will not be required to comply with the 80% fair market value requirement if its securities are delisted from the NYSE.

OCEAN CAPITAL ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Continued)

There can be no assurance that the Company will be able to successfully consummate a Business Combination. The Company will provide its public shareholders with the opportunity to redeem all or a portion of their ordinary shares sold in the Initial Public Offering (“Public Shares”) upon the completion of a Business Combination, either (i) in connection with a meeting of shareholders called to approve such Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company in its sole discretion. Public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then on deposit in the Trust Account (initially $10.00 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to redeeming shareholders will not be reduced by the deferred underwriting commissions payable to the underwriters.

The Public Shares that are subject to possible redemption are recorded at their redemption value and classified as temporary equity in the Company’s balance sheet upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”

If the Company seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not elect to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, offer such redemption pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”) and will file tender offer documents with the SEC, containing substantially the same information as would be included in a proxy statement, prior to completing a Business Combination.

The Company’s initial shareholders (the “Initial Shareholders”) have agreed (a) to vote their founder shares, the ordinary shares included in the private placement units (the “Private Placement Shares”) and any ordinary shares sold in the Initial Public Offering that they may acquire during or after the Initial Public Offering in favor of a Business Combination; (b) not to propose, or vote in favor of, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association that would stop the public shareholders from redeeming their Public Shares in connection with a Business Combination or that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below), unless the Company provides public shareholders with the opportunity to redeem their Public Shares for cash from the Trust Account in connection with any such vote; (c) not to redeem any founder shares or Private Placement Shares, or any Public Shares they may acquire during or after the Initial Public Offering, for cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or sell any such shares to the Company in a tender offer in connection with a Business Combination) or in connection with a vote to amend the provisions of the Amended and Restated Memorandum and Articles of Association relating to shareholders’ rights or pre-Business Combination activity; and (d) that the founder shares and Private Placement Shares will not participate in any liquidating distributions from the Trust Account upon winding up if a Business Combination is not consummated. However, the Initial Shareholders will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold (including any Public Shares purchased during or after the Initial Public Offering) if the Company fails to complete a Business Combination.

If the Company anticipates that it may not be able to consummate a Business Combination within 12 months from the consummation of the Initial Public Offering, the Company may, subject to shareholder approval and an amendment to its Amended and Restated Memorandum and Articles of Association, extend the period within which it must consummate a Business Combination for a total period of up to thirty-six months from the consummation of the Initial Public Offering (the “Combination Period”).

OCEAN CAPITAL ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Continued)

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (net of taxes payable), which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, in each case subject to the Company’s obligations under British Virgin Islands law (or such other applicable law) to provide for claims of creditors and the requirements of other applicable law. The underwriters of the Initial Public Offering have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In such event, it is possible that the per-share value of the assets remaining available for distribution will be less than $10.00.

The Company’s Sponsor has agreed that it will be liable to the Company if, and to the extent that, any claims by a vendor for services rendered or products sold to the Company, or by a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below $10.00 per Public Share, except as to (i) any claims by a third party who has executed a waiver of any and all rights to seek access to the Trust Account and (ii) any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that any such waiver is deemed unenforceable against a third party, the Sponsor will not be responsible for such third-party claims to the extent of any liability arising therefrom. The Company seeks to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Transaction costs amounted to $5,149,898, consisting of $517,500 of underwriting commissions, $4,025,000 of deferred underwriting commissions and $607,398 of other offering costs.

Trust Account

Following the closing of the Initial Public Offering, the aggregate amount of $115,000,000 ($10.00 per Public Unit) was held in a trust account (“Trust Account”) established for the benefit of the Company’s public shareholders and maintained by Odyssey Transfer & Trust Company, acting as trustee. The fund will be invested only in U.S. government treasury bills, with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its taxes, if any, the funds in the Trust Account will not be released until the earliest of (i) the completion of the Company’s initial Business Combination, (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to (A) modify the substance or timing of the Company’s obligation to redeem 100% of its public shares if the Company does not complete its initial Business Combination within the Combination Period pursuant to an amendment to the Company’s amended and restated memorandum and articles of association or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of all of the Company’s public shares if the Company is unable to complete its initial Business Combination within 12 months from the closing of the Initial Public Offering, or such later date as may be approved pursuant to an amendment to the Company’s amended and restated memorandum and articles of association, subject to applicable law.

As of June 30, 2026 and 2025, the Company has $115,226,525 and $nil marketable securities held in the Trust Account, respectively.

OCEAN CAPITAL ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1 – DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN (Continued)

Going Concern Consideration

As of June 30, 2026, the Company had approximately $0.2 million in cash held outside the Trust Account and working capital of approximately $0.1 million. The Company has incurred and expects to continue to incur significant costs in connection with operating as a public company and pursuing its initial Business Combination.

The Company must consummate its initial Business Combination by 12 months from the consummation of the Initial Public Offering, unless the period within which the Company must consummate its initial Business Combination is extended in accordance with its Amended and Restated Memorandum and Articles of Association. If the Company is unable to consummate its initial Business Combination within the applicable period, the Company will be required to cease all operations except for the purpose of winding up, redeem the outstanding Public Shares and thereafter liquidate and dissolve.

In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements—Going Concern,” management determined that the mandatory liquidation and subsequent dissolution of the Company, should a Business Combination not be completed within the applicable period, raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.