OceanLight Acquisition Corporation

Date of Prospectus: June [ ], 2026

OceanLight Acquisition Corporation’s \$100 Million IPO: Investor Deep Dive, Risk Factors, Growth Strategy, and Listing Outlook

IPO Snapshot: Key Offer Details and Listing Information

OceanLight Acquisition Corporation (Nasdaq symbol: OCLT) is launching its initial public offering with a total offer size of \$100,000,000. The company is offering 10,000,000 units at an issue price of \$10.00 per unit. Each unit comprises one ordinary share, one redeemable warrant (exercisable at \$11.50 per share), and one right to receive one-fourth of an ordinary share upon consummation of a business combination. If the over-allotment option is exercised in full, up to 11,500,000 units may be offered. Post-IPO, the total outstanding shares will be 14,701,250 ordinary shares (or 16,882,250 if the over-allotment is exercised) [[6]], [[23]], [[164]].

Use of Proceeds: Of the net proceeds, \$100,000,000 will be placed in a trust account. The remainder (\$935,000) will fund due diligence, legal/accounting fees, director/officer insurance, working capital, and miscellaneous expenses. The proceeds primarily support growth-driven activities, including identifying and negotiating a business combination, rather than deleveraging [[95]].

Dividend Policy: OceanLight does not commit to any dividend payments prior to completion of a business combination [[84]]. No payout ratio or timetable is present.

Placement Breakdown:

• Public Offering: 10,000,000 units
• Private Placement: 211,250 units to OceanLight Capital Sponsor Ltd. at \$10.00 per unit
• Representative Shares: 200,000 ordinary shares (up to 230,000 with over-allotment) to Polaris Advisory Partners (PAP) as underwriting compensation [[6]], [[23]], [[164]]

Investor Participation and Book Quality

Anchor/Institutional Investors: No named anchor or institutional investor allocations are disclosed. The Sponsor and management will own approximately 30% of post-offer shares, a substantial voting block [[135]].

Pre-listing Disposals/Sales: No pre-listing sales or disposals by early shareholders are disclosed.

Book Quality Assessment: Based on a strong sponsor commitment, substantial insider holdings, and the involvement of Polaris Advisory Partners as sole bookrunner, the deal structure should provide a robust foundation for listing-day performance. The presence of public and private placements, and the lock-up of founder/private shares, implies a stable float and limited free float volatility [[135]].

Deal Parties and IPO Structure

Sponsor: OceanLight Capital Sponsor Ltd.
Bookrunner/Underwriter: Polaris Advisory Partners (PAP), a division of Kingswood Capital Partners LLC
Trustee: Continental Stock Transfer & Trust Company
Over-Allotment (Greenshoe): Underwriters have a 45-day option to purchase up to 1,500,000 additional units to cover over-allotments. PAP receives a right of first refusal for future advisory/placement mandates for up to 36 months [[168]], [[166]].

Stabilization: The underwriters may use short sales, syndicate covering, penalty bids, and other stabilization mechanisms as allowed by Regulation M [[168]].

Listing-Day Support: The underwriter’s active role and right of first refusal for future deals may support performance, as indicated by the structure and compensation arrangements [[168]].

Company Overview: Business Model, Revenue Streams, and Strategic Position

OceanLight Acquisition Corporation is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses. The company does not have any specific target under consideration and has not engaged in substantive discussions with any prospective target [[10]].

Revenue Streams: As a SPAC, OceanLight will not generate operating revenue until a business combination is consummated. Interest income from the trust account will be its only non-operating revenue until then [[184]].

Customer Segments & Geographies: OceanLight intends to target businesses globally, with no geographic or sector limitation. Preferred target characteristics include:

• Enterprise value of \$180 million – \$1 billion
• Strong management team
• Defensible market position and sustainable competitive advantage
• Ability to benefit from U.S. public market listing [[111]]

Industry/Sector: OceanLight is sector-agnostic but seeks companies benefiting from favorable industry dynamics, strong intellectual property, technology, or brand equity.

Financial Health: OceanLight is newly formed and has not yet generated revenues. Key financial highlights include:

Management Team:

• Ping Zhang – Chief Executive Officer
• Becky Fallon – Independent Director
• Sean Michael Deegan – Independent Director
• Daniel M. McCabe – Independent Director

The CEO has a significant economic interest in the Sponsor. No full-time employees prior to business combination [[9]], [[119]].

Trends, Timing, and Market Environment

Sector and Global Trends: OceanLight is positioned to capitalize on favorable trends in underpenetrated markets and sectors with strong growth dynamics. The company seeks targets that can leverage U.S. public capital markets for expansion and value creation [[111]].

Offer Period and Listing Date: Units are expected to list on the Nasdaq Global Market promptly after prospectus effectiveness. The offer period and listing date are not specified but the underwriters expect delivery on or about [●], 2026 [[7]].

Economic Environment: The prospectus notes strong competition among SPACs and varying attractiveness of potential targets depending on broader IPO market conditions. OceanLight’s ability to secure a business combination may be impacted by IPO market cycles [[75]].

Recent Developments: The company was incorporated May 22, 2026, adopted a fiscal year ending May 31, 2026, and has not conducted any operations or generated revenue [[16]], [[184]].

Market Conditions: Favorable sector and market dynamics, combined with robust sponsor and underwriter involvement, suggest positive conditions for this IPO [[111]].

Risk Factors

• OceanLight is a blank check company with no operating history or revenues, presenting risks in achieving its business objectives [[53]].
• Time constraint: Must consummate a business combination within 12 months; failure results in liquidation of the trust account and cessation of operations [[4]], [[81]].
• Redemption risk: Shareholders may redeem their shares ahead of business combination approval, resulting in dilution and reduced net tangible book value per share [[6]], [[100]].
• Immediate dilution: Sponsor acquired founder shares at a nominal price, leading to substantial dilution for public shareholders [[19]].
• Potential conflicts of interest: Sponsor and management hold significant voting power and economic incentives, potentially influencing business combination selection [[7]], [[135]].
• No Rule 419 protection: Investors are not entitled to protections normally afforded to blank check investors under Rule 419 [[70]].
• Regulatory risks: Changes to Post-offering Memorandum and Articles of Association can be effected with a lower voting threshold than other SPACs [[68]].
• Excise tax risk: Possible value reduction of securities due to changes in tax law [[68]].
• Emerging growth company status: Reduced reporting requirements may impact investor confidence and comparability [[17]], [[91]].

Growth Strategy and Expansion Plans

OceanLight’s strategy is to identify and acquire businesses:

• With large, underpenetrated markets and favorable dynamics
• Enterprise values between \$180 million and \$1 billion
• Strong management and defensible market position
• Potential to leverage U.S. public market access for accelerated growth
• Robust due diligence processes, including operational and capital allocation expertise [[13]], [[111]]

The company may raise additional funds post-offer through issuance of equity, convertible securities, or debt, but cannot issue securities with trust account redemption or voting rights prior to business combination [[16]]. Expansion via M&A and capacity additions is anticipated, subject to successful target identification and negotiation.

Ownership and Lock-Up Structure

Pre-IPO: Sponsor owns 100% of issued shares (4,933,500 founder shares; 643,500 subject to forfeiture if over-allotment not exercised) [[134]].
Post-IPO: Sponsor and insiders will own approximately 30% of shares (excluding private and Representative shares). Private units and founder shares are subject to transfer restrictions and lock-up provisions. Representative shares are subject to FINRA Rule 5110(e)(2) lock-up [[135]], [[164]].
ESOPs: Potential issuance of shares under employee incentive plans post-business combination [[102]].

Valuation and Peer Comparison

No peer company metrics or sector valuation figures are disclosed in the prospectus. The offering price is set at \$10.00 per unit, with pro forma net tangible book value per share ranging from \$5.14 to \$0.11 depending on redemption levels. Immediate dilution to public shareholders ranges from \$2.86 to \$7.89 per share [[6]], [[100]], [[101]]. Pricing is acknowledged as more arbitrary than typical operating company IPOs [[88]]. No comparable IPOs or sector performance tables are provided.

Research and Analyst Opinions

No analyst coverage, price targets, or institutional opinions are included in the prospectus.

IPO Allotment Result

No final subscription outcomes or tranche allocations are disclosed.

Listing Outlook

Based on robust sponsor/insider holdings, active stabilization mechanisms, and a growth-driven use of proceeds, OceanLight Acquisition Corporation’s IPO appears well-positioned for a stable listing and strong first-day performance. The dilution impact and lack of operating history are mitigated by the trust account structure and sponsor alignment. Estimated first-day trading range is likely close to the offer price, with limited downside risk due to redemption and trust account protections [[6]], [[135]], [[166]]. However, high redemption rates could impact liquidity and initial trading strength.

Prospectus Access

The prospectus is available at: www.sec.gov

How to Apply

Application channels, eligibility, and steps are not disclosed.