NOTE 5 – RELATED PARTY TRANSACTIONS

Founder shares

In August 2021, the Company issued 1,000,000 insider shares to the Sponsor. In March 2022, the Company issued an additional 725,000 shares to the Sponsor. In December 2025, the Company issued an additional 575,000 shares to the Sponsor. In February 2026, the Company issued an additional 1,533,333 shares to the Sponsor, resulting in an aggregate of 3,833,333 shares with a purchase price of $25,000. The Sponsor agreed to forfeit up to 500,000 founder shares to the extent that the over-allotment option is not exercised in full by the underwriters, so that the Sponsor would represent 25% of the Company’s issued and outstanding shares after the Initial Public Offering.

Additionally, our initial shareholders have agreed not to transfer, assign or sell any of the insider shares (except to certain permitted transferees) and for a period that is the earlier of (A) 180 days after the date of the Business Combination or (B) the date on which we complete a liquidation, merger, stock exchange or other similar transaction after an initial Business Combination that results in all of the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property, (the “Lock-Up Period”) and shall not, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (ii) file or caused to be filed any registration statement with the SEC relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock of the Company or such other securities, in cash or otherwise.

On June 10, 2026 since the underwriter exercised the over-allotment in full, no founder shares were forfeited.

Private Placement

The Company consummated the sale of 150,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, generating gross proceeds of $1,500,000 to the Company (See Note 4).

Promissory Note – Related Party

On March 31, 2022, the Company issued an unsecured promissory note (the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $600,000. The Promissory Note is non-interest bearing and payable promptly the earlier of (i) December 31, 2024 and (ii) the date on which the Company consummates an initial public offering of its securities or the date on which the Company determines not to conduct an initial public offering of its securities.

On August 19, 2024, the Company and the Sponsor amended and restated the Promissory note, the principal amount reduced to $300,000.

On January 1, 2025, the Company and the Sponsor or SB Capital Holding Corporation (the “Assignor”) in interest executed a new Promissory Note to completely amend and replace that certain Promissory Note dated as of August 19, 2024. The new Promissory Note with principal amount up to $600,000 is non-interest bearing and extends the maturity to the earlier of (i) December 31, 2025 and (ii) the date on which the Company consummates an initial public offering of its securities or the date on which the Company determines not to conduct an initial public offering of its securities. The Company consents to the assignment and agrees to pay Assignor directly. Assignor retains obligations under the note unless modified with Assignee’s consent.

OCEAN CAPITAL ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

NOTE 5 – RELATED PARTY TRANSACTIONS (Continued)

Promissory Note – Related Party (continued)

On January 1, 2026, the Company and the Sponsor executed a written amendment agreement to further amend the new Promissory Note that took effect on January 1, 2025. This amendment extends the maturity date of the new Promissory Note to the earlier of (i) December 31, 2026, or (ii) the date on which the Company consummates an initial public offering of its securities or the date on which the Company determines not to conduct an initial public offering of its securities. All other terms and conditions of the Promissory Note remain unchanged and in full force and effect.

Prior to the consummation of the Initial Public Offering, the Company had $480,772 outstanding under the Promissory Note, including amounts advanced to fund formation and offering-related expenses. Upon the closing of the Initial Public Offering on June 10, 2026, the Company repaid the entire outstanding balance of $480,772 using proceeds from the private placement. As of June 30, 2026, no amounts remained outstanding under the Promissory Note.

Administrative Services Arrangement

The Sponsor agreed that, commencing from the date that the Company’s securities were first listed on NYSE through the earlier of the Company’s consummation of a Business Combination and its liquidation, to make available to the Company certain general and administrative services, including office space, administrative and support services, as the Company may require from time to time. The Company has agreed to pay the Sponsor $10,000 per month for these services.