NOTE 7 – COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder Shares and the Private Placement Shares, the Private Placement Warrants and the Private Placement Rights are entitled to registration rights pursuant to a registration rights agreement signed prior to or on the effective date of the Initial Public Offering, requiring the Company to register such securities for resale. The holders of these securities are entitled to make up to three demands, excluding short-form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company bears the expenses incurred in connection with the filing of any such registration statements.

OCEAN CAPITAL ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS

NOTE 7 – COMMITMENTS AND CONTINGENCIES (Continued)

Risks and Uncertainties

The United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the conflict in the Middle East and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian-Ukrainian conflict, the escalation of the conflict in the Middle East and subsequent sanctions or related actions, could adversely affect the Company’s search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business Combination.

Underwriting Agreement

In connection with the Initial Public Offering, the Company granted the underwriter a 45-day option to purchase up to an additional 1,500,000 Public Units to cover over-allotments. On June 10, 2026, the underwriter exercised the over-allotment option in full.

The Company paid cash underwriting discounts of $517,500 upon the closing of the Initial Public Offering and agreed to pay deferred underwriting commissions of $4,025,000. The deferred underwriting commissions are payable only upon the consummation of the Company’s initial Business Combination and will be forfeited if the Company does not consummate an initial Business Combination.

In addition, upon the closing of the Initial Public Offering, the Company issued 170,000 ordinary shares to A.G.P./Alliance Global Partners and/or its designees as partial underwriting compensation (the “Representative Shares”). The fair value of the Representative Shares on the issuance date was approximately $280,500 and was accounted for as a non-cash offering cost.

OCEAN CAPITAL ACQUISITION CORPORATION

NOTES TO THE FINANCIAL STATEMENTS