Oceanhawk Acquisition II Corp. Filed SPAC Primary

What the company does

Oceanhawk Acquisition II Corp. is a blank check company, incorporated as a Cayman Islands exempted company 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 has not selected any business combination target and has not initiated any substantive discussions with any target. While it may pursue an initial business combination target in any industry or geographic location, it intends to focus its search on high potential businesses based in the United States.

Use of proceeds

Of the proceeds from this offering and the sale of the private placement units, $150,000,000 ($172,500,000 if the underwriters' over-allotment option is exercised in full, at $10.00 per unit) will be deposited into a segregated trust account in the United States with Odyssey Transfer & Trust Company as trustee. Except for permitted withdrawals of interest to pay taxes, the trust funds will not be released until completion of an initial business combination, a shareholder-approved amendment, or expiration of the 24-month completion period.

Underwriters

Extracted from S-1 0001185185-26-004010, filed Sep 15, 2026 and verified against that filing text.

Key risk factors

• No business combination target selected

  “We have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.”

• Failure to complete initial business combination

  “If we have not completed our initial business combination within 24 months from the closing of this offering, we will redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (less permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, subject to applicable law and as further described herein.”

• Creditor claims on trust account

  “The proceeds deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of our public shareholders.”

• No protections of Rule 419 blank check offerings

  “Investors will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings.”

• Sponsor dilution and founder share economics

  “Because our sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering.”

• Conflicts of interest from management's outside affiliations

  “Members of our management team and our board of directors will directly or indirectly own founder shares and/or private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.”

• Founder shares worthless if no business combination

  “The founder shares and private placement units will be worthless if we do not complete an initial business combination.”

• Time allocation conflicts of directors and officers

  “Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs.”