{"url_path":"/sec/cik-0001926314/8-k/2026-06-15/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1926314/0001493152-26-028579-index.html","accession_number":"0001493152-26-028579","cik":"0001926314","ticker":null,"issuer_name":"Ocean Capital Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/1926314/0001493152-26-028579-index.html","primary_entity_key":"0001926314","primary_entity_name":"Ocean Capital Acquisition Corp"},"word_count":509,"has_tables":true,"body_markdown":"**Item 1.01.\nEntry into a Material Definitive Agreement.**\n\n** **\n\nOn\nJune 10, 2026, Ocean Capital Acquisition Corp (the “Company”) consummated its initial public offering (“IPO”)\nof 10,000,000 units (the “Units”). The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company\nof $100,000,000. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”),\none right, each right entitling the holder to receive one ordinary share upon the closing of a business combination (each, a “Right”),\nand one redeemable warrant, each warrant exercisable for one ordinary share at an exercise price of $11.50 per share (each, a “Warrant”).\nAdditionally, the Company granted the underwriters a 45-day option to purchase up to an additional 1,500,000 Units at the initial public\noffering price to cover over-allotments, and the underwriters exercised such over-allotment option in full at the time of the closing\nof the IPO for an additional $15,000,000 in gross proceeds.\n\n \n\nIn\nconnection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s\nregistration statement on Form S-1/A (File No. 333-282462) for the IPO, initially filed with the U.S. Securities and Exchange Commission\n(the “Commission”) on October 2, 2024 (as amended, the “Registration Statement”):\n\n \n\n \n●\nAn\nUnderwriting Agreement, dated June 8, 2026, by and among the Company and A.G.P./Alliance Global Partners (“A.G.P.”),\nas representatives of the several underwriters, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.\n\n \n \n \n\n \n●\nA\nWarrant Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company, as warrant agent, a\ncopy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.\n\n \n \n \n\n \n●\nA\nRights Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company, as rights agent, a copy\nof which is attached as Exhibit 4.2 hereto and incorporated herein by reference.\n\n \n \n \n\n \n●\nAn\nInvestment Management Trust Agreement, dated June 10, 2026, by and between the Company and Odyssey Transfer & Trust Company,\nas trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.\n\n \n \n \n\n \n●\nA\nPrivate Placement Units Purchase Agreement, dated June 10, 2026 (the “Sponsor Private Placement Units Purchase Agreement”),\nby and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.\n\n \n \n \n\n \n●\nA\nLetter Agreement, dated June 8, 2026, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached\nas Exhibit 10.3 hereto and incorporated herein by reference.\n\n \n \n \n\n \n●\nIndemnity\nAgreements, dated June 10, 2026, by and among the Company and each director and officer of the Company, a form of which is attached\nas Exhibit 10.4 hereto and incorporated herein by reference.\n\n \n \n \n\n \n●\nAn\nAdministrative Services Agreement, dated June 10, 2026, by and between the Company and SB Capital Holding Corporation, which is attached\nas Exhibit 10.5 hereto and incorporated herein by reference.\n\n \n\n2"}