Ocean Capital Acquisition (OCAC) risk factors, FY2026 10-K

Other

1. 01We are a blank check company with no operating history and no revenues, and, accordingly, you will not have any basis on which to evaluate our ability to achieve our business objective
2. 02The ownership interest of our sponsor may change, and our sponsor may divest its ownership interest in us before identifying a business combination, which could deprive us of key personnel and advisors
3. 03If we are unable to consummate a business combination, our public shareholders may be forced to wait more than 12 months before receiving liquidation distributions
4. 04You will not be entitled to protections normally afforded to investors of blank check companies
5. 05We may issue additional ordinary or preferred shares or debt securities to complete a business combination, which would reduce the equity interest of our shareholders and likely cause a change in control of our ownership
6. 06We may be unable to obtain additional financing, if required, to complete a business combination or to fund the operations and growth of the target business, which could compel us to restructure or abandon a particular business combination
7. 07If third parties bring claims against us, the proceeds held in trust could be reduced and the per-share redemption price received by shareholders may be less than $10.00
8. 08Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them
9. 09Holders of rights will not have redemption rights if we are unable to complete an initial business combination within the required time period
10. 10We may amend the terms of the rights in a way that may be adverse to holders with the approval by the holders of a majority of the then outstanding rights
11. 11The grant of registration rights to our initial holders and holders of private placement units may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our ordinary shares
12. 12We may amend the terms of the warrants in a manner that may be adverse to holders of warrants with the approval by the holders of at least a majority of the then outstanding warrants
13. 13We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless
14. 14Our management’s ability to require holders of our warrants to exercise such warrants on a cashless basis will cause holders to receive fewer ordinary shares upon their exercise of the warrants than they would have received had they been able to exercise their warrants for cash
15. 15Our warrants, rights, and founder shares may have an adverse effect on the market price of our ordinary shares and make it more difficult to effectuate our initial business combination
16. 16A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination
17. 17Since we have not yet selected a particular industry or target business with which to complete a business combination, we are unable to currently ascertain the merits or risks of the industry or business in which we may ultimately operate
18. 18Our officers and directors may not have significant experience or knowledge regarding the jurisdiction or industry of the target business we may seek to acquire
19. 19Our officers and directors will allocate their time to other businesses thereby potentially limiting the amount of time they devote to our affairs
20. 20Our officers and directors have pre-existing fiduciary and contractual obligations and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented
21. 21Our officers’ and directors’ personal and financial interests may influence their motivation in determining whether a particular target business is appropriate for a business combination
22. 22Past performance by our management team and our sponsor may not be indicative of future performance of an investment in us
23. 23NYSE may delist our securities from trading on its exchange which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions
24. 24We may only be able to complete one business combination with the proceeds of our Initial Public Offering, which will cause us to be solely dependent on a single business which may have a limited number of products or services
25. 25This lack of diversification may subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a business combination
26. 26The excise tax included in the Inflation Reduction Act of 2022 may decrease the value of our securities following our initial business combination, hinder our ability to consummate an initial business combination, and decrease the amount of funds available for distribution in connection with a liquidation
27. 27The ability of our public shareholders to exercise their redemption rights or sell their public shares to us in a tender offer may not allow us to effectuate the most desirable business combination or optimize our capital structure
28. 28Our public shareholders may not be afforded an opportunity to vote on our proposed business combination, which means we may consummate our initial business combination even though a majority of our public shareholders do not support such a combination
29. 29In connection with any meeting held to approve an initial business combination, we will offer each public shareholder the option to vote in favor of a proposed business combination and still seek conversion of his, her or its public shares, which may make it more likely that we will consummate a business combination
30. 30Investors may not have sufficient time to comply with the delivery requirements for conversion
31. 31If we require public shareholders who wish to convert their public shares to comply with the delivery requirements for conversion, such converting shareholders may be unable to sell their securities when they wish to in the event that the proposed business combination is not approved
32. 32Because of our limited resources and structure, other companies may have a competitive advantage and we may not be able to consummate an attractive business combination
33. 33Our initial shareholders control a substantial interest in us and thus may influence certain actions requiring a shareholder vote, potentially in a manner that you do not support
34. 34Our outstanding rights or the conversion of the promissory notes upon consummation of our business combination to private units may have an adverse effect on the market price of our ordinary shares and make it more difficult to effect a business combination
35. 35If our shareholders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of our ordinary shares and the existence of these rights may make it more difficult to effect a business combination
36. 36If we are deemed to be an investment company, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete a business combination
37. 37Changes to laws or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications may adversely affect our business, including our ability to negotiate and complete our initial business combination
38. 38We may not seek an opinion from an unaffiliated third party as to the fair market value of the target business we acquire
39. 39We may acquire a target business that is affiliated with our officers, directors, initial shareholders or their affiliates
40. 40The determination of the offering price of our units is more arbitrary than the pricing of securities for an operating company in a particular industry
41. 41A market for our securities may not develop, which would adversely affect the liquidity and price of our securities
42. 42Because we are incorporated under the laws of the British Virgin Islands and all of our executive officers and directors are located outside the United States, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal or state courts may be limited
43. 43Because we must furnish our shareholders with financial statements of the target business prepared in accordance with U.S. GAAP or IFRS as issued by the IASB or reconciled to U.S. GAAP, we may not be able to complete an initial business combination with some prospective target businesses
44. 44Compliance with the Sarbanes-Oxley Act of 2002 will require substantial financial and management resources and may increase the time and costs of completing an acquisition
45. 45We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our securities less attractive to investors
46. 46An investment in our securities may involve adverse U.S. federal income tax consequences
47. 47We may qualify as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors
48. 48There may be tax consequences to our business combinations that may adversely affect us
49. 49If our management following a business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws which could lead to various regulatory issues
50. 50If restrictions on repatriation of earnings from the target business’ home jurisdiction to foreign entities are instituted, our business following a business combination may be materially negatively affected
51. 51Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash
52. 52The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into our initial business combination with a target
53. 53The ability of a large number of our shareholders to exercise redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure
54. 54If we seek shareholder approval of our business combination, our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares from shareholders, in which case they may influence a vote in favor of a proposed business combination that you do not support
55. 55Our sponsor, directors, officers, advisors and their affiliates may elect to purchase shares, warrants or rights from public holders, which may influence a vote on a proposed initial business combination and reduce the public “float” of our public securities
56. 56Purchases of ordinary shares in the open market or in privately negotiated transactions by our sponsor, directors, officers, advisors or their affiliates may make it difficult for us to maintain the listing of our shares on a national securities exchange following the consummation of an initial business combination
57. 57You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares, potentially at a loss
58. 58If the net proceeds of our Initial Public Offering not being held in the trust account are insufficient to allow us to operate for at least the next 12 months, we may be unable to complete our initial business combination
59. 59Subsequent to our consummation of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges
60. 60Our directors may decide not to enforce indemnification obligations against our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders
61. 61Because we have not selected a particular business or specific geographic location or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’ operations
62. 62We may seek investment opportunities outside our management’s area of expertise and our management may not be able to adequately ascertain or assess all significant risks associated with the target company
63. 63Our initial business combination and our structure thereafter may not be tax-efficient to our shareholders. As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain
64. 64We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings
65. 65Management’s flexibility in identifying and selecting a prospective acquisition candidate, along with our management’s financial interest in consummating our initial business combination, may lead management to enter into an acquisition agreement that is not in the best interest of our shareholders
66. 66Resources could be wasted in researching acquisitions that are not consummated
67. 67We may attempt to consummate our initial business combination with a private company about which little information is available
68. 68We may not be able to maintain control of a target business after our initial business combination
69. 69We may effect a business combination with a company located outside of the United States and if we do, we would be subject to a variety of additional risks that may negatively impact our business operations and financial results
70. 70Because of the costs and difficulties inherent in managing cross-border business operations, our results of operations may be negatively impacted
71. 71Many countries have difficult and unpredictable legal systems and underdeveloped laws and regulations that are unclear and subject to corruption and inexperience, which may adversely impact our results of operations and financial condition
72. 72If we effect a business combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material agreements and we may not be able to enforce our legal rights
73. 73If relations between the United States and foreign governments deteriorate, it could cause potential target businesses or their goods and services to become less attractive
74. 74If any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S
75. 75Currency policies may cause a target business’ ability to succeed in the international markets to be diminished
76. 76Many of the economies in Asia are experiencing substantial inflationary pressures which may prompt the governments to take action to control the growth of the economy and inflation that could lead to a significant decrease in our profitability following our initial business combination
77. 77Many industries in Asia are subject to government regulations that limit or prohibit foreign investments in such industries, which may limit the potential number of acquisition candidates
78. 78If a country in Asia enacts regulations in industry segments that forbid or restrict foreign investment, our ability to consummate our initial business combination could be severely impaired
79. 79Corporate governance standards in Asia may not be as strict or developed as in the United States and such weakness may hide issues and operational practices that are detrimental to a target business