REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT |
12 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT | NOTE 6 – REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT
Ordinary shares
The Company is authorized to issue ordinary shares with a par value of $. Holders of the Company’s ordinary shares are entitled to one vote for each share.
As of June 30, 2026 there were non-redeemable ordinary shares issued and outstanding, and ordinary shares subject to possible redemption which were classified outside of permanent equity on the balance sheet.
Rights
Each holder of a right is entitled to receive one ordinary share upon consummation of the Company’s initial Business Combination, even if the holder of such right redeemed all shares held by it in connection with the Business Combination. No additional consideration is required to be paid by a holder of rights in order to receive the ordinary shares underlying such rights upon consummation of a Business Combination, as the consideration therefore was included in the purchase price paid by investors in the Initial Public Offering. If the Company enters into a definitive agreement for a Business Combination in which the Company is not the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per-share consideration received by holders of ordinary shares in the transaction on an as-converted basis, and each holder of a right will be required to affirmatively convert its rights in order to receive the underlying ordinary shares without payment of additional consideration. The ordinary shares issuable upon conversion of the rights are freely tradable, except to the extent held by affiliates of the Company. If the Company does not consummate an initial business combination and liquidates, the rights will expire without value.
As of June 30, 2026, the Company had 11,500,000 Public Rights and 150,000 Private Placement Rights outstanding.
OCEAN CAPITAL ACQUISITION CORPORATION NOTES TO THE FINANCIAL STATEMENTS
NOTE 6 – REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ DEFICIT (Continued)
Warrants
In connection with the Initial Public Offering, the Company issued Public Warrants and Private Placement Warrants. Each warrant entitles 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 warrants become exercisable on the later of (a) the completion of the Company’s initial Business Combination and (b) 12 months after the closing of the Initial Public Offering. The warrants will expire five years after the completion of the initial Business Combination or upon liquidation of the Company if the Company fails to complete an initial Business Combination within the required period. The Public Warrants may also expire upon redemption in accordance with the Warrant Agreement.
The Company has agreed that, as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, it will use its best efforts to file with the SEC a registration statement covering the ordinary shares issuable upon exercise of the warrants and to maintain a current prospectus relating to such ordinary shares until the warrants expire or are redeemed, as applicable. If a registration statement covering the ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, holders may, until such time as an effective registration statement becomes available and during any period in which the Company fails to maintain an effective registration statement, exercise the warrants on a “cashless basis” pursuant to an available exemption from registration under the Securities Act. If no such exemption is available, holders will not be able to exercise the warrants on a cashless basis. In no event will the Company be required or permitted to net cash settle the warrants.
The Public Warrants may be redeemed, in whole and not in part, at a price of $0.01 per warrant once the Public Warrants become exercisable, provided that the last sales price of the ordinary shares equals or exceeds $18.00 per share, subject to adjustment, on each of 20 trading days within any 30-trading-day period ending on the third trading day prior to the date on which notice of redemption is given, and the other conditions specified in the Warrant Agreement are satisfied. If the Company elects to redeem the Public Warrants, it may require holders exercising such warrants to do so on a cashless basis in accordance with the Warrant Agreement.
So long as the Private Placement Warrants are held by the Sponsor or the Representative, as applicable, they may be exercised for cash or on a cashless basis and are not subject to the foregoing redemption provisions applicable to the Public Warrants. The Private Placement Warrants will not become Public Warrants as a result of any transfer, regardless of the identity of the transferee.
The Warrant Agreement provides for customary adjustments to the exercise price and/or the number of ordinary shares issuable upon exercise of the warrants in connection with specified events, including share dividends, subdivisions, combinations, rights offerings and certain distributions. In connection with a Business Combination, no adjustment will be made to the exercise price of the warrants or the number of ordinary shares issuable upon exercise of the warrants. However, if, at the closing of the Business Combination, the Company issues ordinary shares for cash in a single broadly marketed financing to unaffiliated third-party investors at a per-share cash price below $9.20, the $18.00 per share redemption trigger applicable to the Public Warrants will be adjusted one time at closing to 180% of such new issuance price, rounded to the nearest cent.
As of June 30, 2026, the Company had 11,500,000 Public Warrants and 150,000 Private Placement Warrants outstanding. Warrants may only be exercised for whole ordinary shares, and no fractional warrants will be issued.
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