Ocean Capital is a blank check company, also known as a Special Purpose Acquisition Company (SPAC), incorporated in the British Virgin Islands. Ocean Capital has no operations and generates no revenue. Its sole purpose is to raise capital through an initial public offering to fund a business combination with an operating business through a merger, share exchange, or asset acquisition. Each unit in the offering includes one ordinary share, one warrant, and one right to receive a share upon the completion of a deal. While the search for a target is generally unrestricted, Ocean Capital will not acquire a company based in the PRC that utilizes a Variable Interest Entity (VIE) structure. Management is based in Hong Kong and maintains significant ties to the PRC and Hong Kong markets. Ocean Capital acknowledges it will likely pursue a target within these regions, where leadership networks may provide a sourcing advantage. The business model depends on sponsor economics and a 12-month window to complete a deal. The sponsor, SB Capital Holding, holds an equity stake acquired at a nominal price, which creates asymmetric incentives. SB Capital Holding may profit if a transaction is finalized even if the post-merger stock price declines. If Ocean Capital fails to complete a combination within the 12-month period, the sponsor’s interests expire worthless and the company will liquidate.