Oceanhawk Acquisition Corp 8-K, filed Jun 4, 2026
Oceanhawk Acquisition Corp. (OHAC)
About this 8-K
Oceanhawk Acquisition Corp filed this 8-K on June 4, 2026, reporting on events of May 27, 2026.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Securities registered pursuant to Section 12(b) of the Act:
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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).
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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 8.01 Other Events.
As previously reported, on May 22, 2026, Oceanhawk Acquisition Corp. (the “Company”) consummated an initial public offering (the “IPO”) of 16,000,000 units (the “Units”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $160,000,000.
On May 27, 2026, the underwriters fully exercised their over-allotment option to purchase 2,400,000 additional Units (the “OA Option”), at a price of $10.00 per Unit, generating additional gross proceeds to the Company of $24,000,000. Following the full exercise of the OA Option, an aggregate of 18,400,000 Units have been sold. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”), of the Company and one right to receive one-fourth of one Class A Ordinary Share (“Right”), with four Rights entitling the holder thereof to receive one whole Class A Ordinary Share upon the consummation of an initial business combination.
Simultaneously with the closing of the OA Option, the Company completed the private sale of an aggregate of 30,000 private placement units (the “OA Option Private Placement Units”) to The Benchmark Company, LLC at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of approximately $300,000. The Company had previously completed the private sale of an aggregate of 500,000 private placement units (the “IPO Private Placement Units” and together with the OA Option Private Placement Units, the “Private Placement Units”) simultaneously with the closing of the IPO. The Private Placement Units are identical to the Units sold in the IPO and OA Option, subject to certain limited exceptions, and will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.
A total of $184,920,000, comprised of proceeds from the IPO, the OA Option, and the sale of the Private Placement Units, were placed into a segregated trust account located in the United States with Odyssey Transfer & Trust Company acting as trustee. An unaudited pro forma balance sheet as of May 27, 2026, reflecting receipt of the proceeds upon consummation of the IPO, the OA Option, and the sale of the Private Placement Units is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits. The following exhibits are filed with this Form 8-K:
| Exhibit No. | Description of Exhibits | |
| 99.1 | Unaudited Pro Forma Balance Sheet as of May 27, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
| Oceanhawk Acquisition Corp. | ||
| Date: June 4, 2026 | By: | /s/ Ernest Miller |
| Name: | Ernest Miller | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
OCEANHAWK ACQUISITION CORP.
PRO FORMA UNAUDITED BALANCE SHEET
| May 22, 2026 | Pro Forma Adjustments (Unaudited)(1) | As Adjusted (Unaudited) | ||||||||||||
| Assets: | ||||||||||||||
| Current assets | ||||||||||||||
| Cash | $ | 100 | 513,276 | (5) | $ | 513,376 | ||||||||
| Due from Sponsor | 1,800,000 | (1,800,000 | ) | (5) | — | |||||||||
| Prepaid expenses | 75,000 | 75,000 | ||||||||||||
| Total current assets | 1,875,100 | (1,286,724 | ) | 588,376 | ||||||||||
| Cash held in Trust Account | 160,800,000 | 24,000,000 | (1) | 184,920,000 | ||||||||||
| 300,000 | (2) | |||||||||||||
| (360,000 | ) | (3) | ||||||||||||
| 180,000 | (5) | |||||||||||||
| Total Assets | $ | 162,675,100 | 22,833,276 | $ | 185,508,376 | |||||||||
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | ||||||||||||||
| Current liabilities | ||||||||||||||
| Accrued offering costs | $ | 159,452 | (59,452 | ) | (5) | $ | 100,000 | |||||||
| Accrued expenses | 167,477 | (167,477 | ) | (5) | — | |||||||||
| Advances from related party | 364,826 | (308,500 | ) | (5) | 56,326 | |||||||||
| Over-allotment option liability | 125,900 | (125,900 | ) | (6) | — | |||||||||
| Promissory note – related party | 300,000 | (300,000 | ) | (5) | — | |||||||||
| Total current liabilities | 1,117,655 | (961,329 | ) | 156,326 | ||||||||||
| Deferred underwriting fee | 5,600,000 | 840,000 | (4) | 6,440,000 | ||||||||||
| Total Liabilities | 6,717,655 | (121,329 | ) | 6,596,326 | ||||||||||
| Commitments and Contingencies (Note 6) | ||||||||||||||
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 16,000,000 shares at redemption value of $10.05 per share | 160,800,000 | 23,320,800 | (1) | 184,920,000 | ||||||||||
| (349,812 | ) | (3) | ||||||||||||
| (816,228 | ) | (4) | ||||||||||||
| 125,900 | (6) | |||||||||||||
| 1,839,340 | (7) | |||||||||||||
| 24,120,000 | ||||||||||||||
| Shareholders’ Deficit | ||||||||||||||
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | — | — | ||||||||||||
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 500,000 shares issued and outstanding (excluding 16,000,000 shares subject to possible redemption) | 50 | 3 | (2) | 53 | ||||||||||
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,133,333 shares issued and outstanding | 613 | 613 | ||||||||||||
| Additional paid-in capital | — | 679,200 | (1) | — | ||||||||||
| 299,997 | (2) | |||||||||||||
| (10,188 | ) | (3) | ||||||||||||
| (23,772 | ) | (4) | ||||||||||||
| (1,839,340 | ) | (7) | ||||||||||||
| 894,103 | (8) | |||||||||||||
| Accumulated deficit | (4,843,218 | ) | (271,295 | ) | (5) | (6,008,616 | ) | |||||||
| (894,103 | ) | (8) | ||||||||||||
| Total Shareholders’ Deficit | (4,842,555 | ) | (1,165,395 | ) | (6,007,950 | ) | ||||||||
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | $ | 162,675,100 | 22,833,276 | $ | 185,508,376 | |||||||||
| (1) | See Notes to Pro forma Unaudited Balance Sheet. |
OCEANHAWK ACQUISITION CORP.
NOTES TO PRO FORMA UNAUDITED BALANCE SHEET
(Unaudited)
NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT
The accompanying unaudited Pro forma Balance Sheet presents the Balance Sheet of Oceanhawk Acquisition Corp. (the “Company”) as of May 22, 2026 adjusted for the closing of the underwriters’ overallotment option and related transactions, which occurred on May 27, 2026, as described below.
The registration statement for the Company’s Initial Public Offering was declared effective on May 20, 2026. On May 22, 2026, the Company consummated the Initial Public Offering of 16,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”, and with respect to the rights included in the Units being offered, the “Rights”) at $10.00 per Unit, generating gross proceeds of $160,000,000. Each Unit consists of one Public Share and one Right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination (“Public Right”).
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 500,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit, in a private placement to the Company’s sponsor, Oceanhawk Acquisition I Sponsor, LLC (the “Sponsor”) and The Benchmark Company, LLC (“Benchmark”), the representative of the underwriters in the Initial Public Offering, at a price of $10.00 per Private Placement Unit, generating gross proceeds of $5,000,000. Of the 500,000 Private Placement Units, the Sponsor purchased 300,000 Private Placement Units and Benchmark purchased 200,000 Private Placement Units. Each Private Placement Unit consists of one Class A ordinary share (“Private Placement Share”) and one Right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination (“Private Placement Right”).
The underwriters were granted a 45-day option following the closing of the Initial Public Offering (the “Over-Allotment Option”) to purchase up to 2,400,000 additional Units (the “Option Units”) to cover over-allotments, if any. On May 27, 2026, the underwriters elected to exercise their Over-Allotment Option in full to purchase an additional 2,400,000 Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $24,000,000. Simultaneously with the closing of the sale of the Option Units, Benchmark purchased an additional 30,000 Private Placement Units, generating additional gross proceeds of $300,000.
As of May 27, 2026, a total of $184,920,000 of the net proceeds from the Initial Public Offering (including the Option Units) and the sale of the Private Placement Units were placed in the Trust Account.
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Pro forma adjustments to reflect the exercise of the underwriters’ Over-Allotment Option and sale of the additional Private Placement Units are as follows:
| Pro forma entry | ||||||||||
| 1 | Cash held in Trust Account | 24,000,000 | ||||||||
| Class A ordinary shares subject to possible redemption | 23,320,800 | |||||||||
| Additional paid-in capital | 679,200 | |||||||||
| To record the sale of additional 2,400,000 Option Units at $10.00 per Unit. | ||||||||||
| 2 | Cash held in Trust Account | 300,000 | ||||||||
| Class A ordinary shares | 3 | |||||||||
| Additional paid-in capital | 299,997 | |||||||||
| To record the sale of additional 30,000 Private Placement Units at $10.00 per Unit. | ||||||||||
| 3 | Class A ordinary shares subject to possible redemption | 349,812 | ||||||||
| Additional paid-in capital | 10,188 | |||||||||
| Cash held in Trust Account | 360,000 | |||||||||
| To record additional cash underwriting fees in relation to the exercise of Option Units. | ||||||||||
| 4 | Class A ordinary shares subject to possible redemption | 816,228 | ||||||||
| Additional paid-in capital | 23,772 | |||||||||
| Deferred underwriting fee | 840,000 | |||||||||
| To record additional deferred underwriting fee in relation to the exercise of the Option Units. | ||||||||||
| 5 | Cash | 513,276 | ||||||||
| Cash held in Trust Account | 180,000 | |||||||||
| Consulting fees | 271,295 | |||||||||
| Promissory note – related party | 300,000 | |||||||||
| Advances from related party | 308,500 | |||||||||
| Accrued offering costs | 59,452 | |||||||||
| Accrued expenses | 167,477 | |||||||||
| Due from Sponsor | 1,800,000 | |||||||||
| To record additional funding into the Trust Account, the wiring of the net proceeds for working capital purposes by the Sponsor into the Company, and to record the associated closing transactions | ||||||||||
| 6 | Over-allotment option liability | 125,900 | ||||||||
| Class A ordinary shares subject to possible redemption | 125,900 | |||||||||
| To close the over-allotment option liability due to the exercise of the Over-Allotment Option | ||||||||||
| 7 | Additional paid-in capital | 1,839,340 | ||||||||
| Class A ordinary shares subject to possible redemption | 1,839,340 | |||||||||
| To record accretion of Class A ordinary shares subject to possible redemption to an amount of $10.05 per share | ||||||||||
| 8 | Accumulated deficit | 894,103 | ||||||||
| Additional paid-in capital | 894,103 | |||||||||
| Reclassification of negative Additional Paid in Capital to Accumulated Deficit |
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