NOTE 4 – PRIVATE PLACEMENT

Simultaneously with the closing of the Initial Public Offering, the Company consummated a private placement of 150,000 Private Placement Units, at a price of $10.00 per Private Placement Unit, for aggregate gross proceeds of $1,500,000.

Each Private Placement Unit consists of one ordinary share, one Private Placement Right and one 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. The Private Placement Warrants become exercisable on the later of (i) the consummation of the Company’s initial business combination and (ii) 12 months from the closing of the Initial Public Offering, and expire five years after the consummation of the initial business combination or upon liquidation of the Company if the Company fails to complete an initial business combination, in each case as set forth in the Warrant Agreement.

OCEAN CAPITAL ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS