UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 7, 2026

OceanLight Acquisition Corporation

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: Telephone: (212) 612-1400

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On August 10, 2026, OceanLight Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 10,000,000 units (the “Units”). The underwriters have a 45-day option from the date of the prospectus to purchase up to an additional 1,500,000 Units from the Company at the IPO price to cover over-allotments, if any. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination, and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Ordinary Share of the Company at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $100,000,000.

Polaris Advisory Partners LLC, a division of Kingswood Capital Partners LLC, acted as the sole book-running manager in connection with the offering pursuant to the Underwriting Agreement dated August 7, 2026.

In connection therewith and the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1, as amended (File No. 333-296802), originally filed with the U.S. Securities and Exchange Commission on June 15, 2026 and declared effective on August 7, 2026 (the “Registration Statement”):

Item 3.02 Unregistered Sales of Equity Securities.

Simultaneously with the consummation of the IPO, the Company consummated a private placement (the “Private Placement”) with the Sponsor for 211,250 Units (the “Private Units”) at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $2,112,500. The Private Units are identical to the Units sold in the IPO, except that the Private Units are subject to certain transfer restrictions and registration rights as described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.

The issuance of the Private Units was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective August 7, 2026, in connection with the effectiveness of the Company’s Registration Statement, Becky Fallon, Sean Michael Deegan, and Daniel M. McCabe became members of the board of directors (the “Board”) of the Company.

The Board has determined that each of Becky Fallon, Sean Michael Deegan, and Daniel M. McCabe qualify as an independent director under the applicable listing standards of the Nasdaq Capital Market (“Nasdaq”) and under the rules and regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Becky Fallon, Sean Michael Deegan, and Daniel M. McCabe serve as members of the Company’s audit committee and compensation committee. Sean Michael Deegan serves as chairperson of the audit committee, Ping Zhang serves as chairperson of the corporate governance and nominating committee, and Becky Fallon serves as chairperson of the compensation committee. Sean Michael Deegan qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.

The directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.

Other than the foregoing, none of the directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.

Item 5.03 Amendments to Articles of Incorporation or Bylaws.

On June 17, 2026, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the Company’s Registration Statement.

A copy of the Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.