- Form 8-A12B and the Nasdaq exchange certification (CERT) both cleared on August 6, 2026, registering OceanLight’s ordinary shares, rights and warrants under Exchange Act Section 12(b) — the final regulatory step before pricing.
- The IPO priced August 7, 2026 at $100,000,000 — 10,000,000 units at $10.00 — and units began trading on Nasdaq under OCLTU the same day. Form 424B4 (final prospectus) was filed with the SEC that day as well.
- The offering closed on August 10, 2026 with the underwriters exercising their over-allotment option in full — an additional 1,500,000 units — bringing the total to 11,500,000 units and aggregate gross proceeds of $115,000,000 before underwriting discounts and expenses.
- Each unit carries an ordinary share, one right converting to 1/4 of a share at business combination close, and one full warrant exercisable at $11.50 — the same rights-plus-warrant structure OceanLight proposed in its S-1. On separation, the components are expected to list as OCLT, OCLTR and OCLTW.
- Two Forms 8-K followed closing (Aug 12 and Aug 14, 2026), consistent with the trust-funding and over-allotment-exercise disclosures a SPAC typically files in the days after an IPO closes.
- A Schedule 13D beneficial-ownership report was filed against OceanLight’s CIK on August 19, 2026 — nine days after closing. Luminark Holdings LLC tracks OceanLight as part of its active SPAC portfolio and will update this article once the filer and stake size are confirmed.
Pricing to Closing — Three Days, Full Over-Allotment
OceanLight priced its IPO on August 7, 2026, the same day it filed Form 424B4, the final prospectus that sets the official offer price and confirms the unit count. The base offering was 10,000,000 units at $10.00 for $100,000,000, and units began trading on the Nasdaq Capital Market under OCLTU immediately. That pricing came one day after the 8-A12B and Nasdaq CERT cleared on August 6 — the two regulatory prerequisites that register a SPAC’s securities for exchange listing and confirm it has met Nasdaq’s initial listing standards.
The offering closed three days later, on August 10, with the underwriters exercising their over-allotment option in full: an additional 1,500,000 units, taking the deal from a $100,000,000 base to $115,000,000 in aggregate gross proceeds across 11,500,000 units. A full exercise so soon after pricing typically signals strong demand at the offer price — the underwriters had no need to allow the option to lapse or exercise only partially.
Unit Structure — Rights, Warrants, and the $11.50 Threshold
OceanLight’s unit structure closed exactly as proposed in its S-1: each unit consists of one ordinary share of the Cayman Islands exempted company, one right converting automatically into one-quarter (1/4) of one ordinary share at business combination close, and one full warrant exercisable at $11.50 per share following the combination. On separation, the components are expected to trade individually as OCLT (shares), OCLTR (rights) and OCLTW (warrants), alongside the combined unit ticker OCLTU.
The rights-plus-warrant combination gives holders two distinct claims: the right delivers a fixed, unconditional 1/4-share dilution outcome at deal close, while the warrant is optional upside — exercisable only if the post-combination share price clears $11.50. That is the same structure Luminark’s FutureWave vehicle carried through its own closing, and it creates more post-close cap table complexity than the rights-only structure Pelican Acquisition II and QuasarEdge used, since the warrant layer persists until exercise, expiry, or exchange.
The Schedule 13D — An Open Question
A Schedule 13D was filed against OceanLight’s CIK on August 19, 2026, nine days after the IPO closed. Schedule 13D is the beneficial-ownership disclosure required within 10 days of any investor crossing a 5% stake with an intent to influence or control the issuer — as distinct from the passive-intent Schedule 13G. A 13D this early in a SPAC’s public life is unusual: trust-held SPAC shares are typically closely held by the sponsor and a narrow set of anchor investors immediately after close, and a formal 13D suggests a holder has taken (or is asserting) an active position. The filer’s identity and stake size were not resolved as of this article’s publication; this piece will be updated once that filing has been reviewed in full.
Luminark Holdings Portfolio Context
Luminark Holdings LLC is a principal investor in SPAC vehicles and the companies they take public. OceanLight is the third vehicle in the active portfolio to close its IPO in 2026, following QuasarEdge Acquisition Corp (NYSE: QRED, $115M) and GalaxyEdge Acquisition Corp (NYSE: GLED, $115M) — both of which have since announced definitive merger agreements — and FutureWave Acquisition Corp (Nasdaq: FWACU, $86.25M). Pelican Acquisition II Corp (Nasdaq: PLCIU) priced its own $75M rights-only offering on July 23, 2026. With OceanLight closed, Albatross Acquisition Corp (NYSE: ATACU, $115M proposed) is the portfolio’s sole remaining pre-IPO vehicle, with FutureCore Acquisition Corp ($115M proposed) in formation.
OceanLight’s run from S-1 to funded trust — June 16 to August 10, 2026, 55 days — tracks closely with FutureWave’s comparable timeline earlier in the year. Contact Luminark Holdings for more on the SPAC portfolio pipeline.
Full SEC Filing Timeline
From initial registration through closing, OceanLight’s SEC EDGAR filing history (CIK 0002137679):