Oceanhawk issues $1.55M unsecured sponsor note

The note carries no interest, with repayment at a business combination or, if none is completed, from funds outside the trust account.

Rhea-AI Filing Summary

On September 30, 2026, Oceanhawk Acquisition Corp. (OHAC) issued an unsecured promissory note with $1,550,000 in principal to Oceanhawk Acquisition I Sponsor, LLC, its sponsor. The note does not bear interest and is repayable in full upon consummation of the company’s initial business combination. If no business combination is completed, repayment is to come from funds available outside the trust account.

Customary events of default automatically make the unpaid balance and other sums payable under the note immediately due and payable. The note was issued under the exemption from registration in Section 4(a)(2) of the Securities Act.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Note principal: $1,550,000

1 metrics

Note principal $1,550,000 Promissory note issued September 30, 2026

Key Terms

unsecured promissory note, initial business combination, events of default, trust account

4 terms

unsecured promissory note financial

"issued an unsecured promissory note"

An unsecured promissory note is a written IOU in which a borrower promises to repay a loan plus any interest but does not pledge any asset as collateral. Investors care because it relies solely on the borrower’s ability to pay—like lending money to someone without holding their watch as security—so it usually carries higher interest and higher risk and ranks below secured debt if the borrower defaults, affecting expected recovery and company credit profile.

initial business combination financial

"consummation of the Company’s initial business combination"

An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.

events of default financial

"subject to customary events of default"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

trust account financial

"outside of the trust account"

A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did OHAC issue to its sponsor?

Oceanhawk Acquisition Corp. issued an unsecured note with $1,550,000 in principal to Oceanhawk Acquisition I Sponsor, LLC. The note does not bear interest and is repayable in full upon consummation of an initial business combination.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Oceanhawk Acquisition Corp. Units, each consisting of one Class A ordinary share and one-right to receive one-fourth of one Class A ordinary share 0002090787 false 0002090787 2026-09-30 2026-09-30 0002090787 ohacu:UnitsEachConsistingOfOneClassAOrdinaryShareAndOneRightToReceiveOneFourthOfOneClassAOrdinaryShareMember 2026-09-30 2026-09-30 0002090787 ohacu:ClassAOrdinaryShareParValue00001PerShareMember 2026-09-30 2026-09-30 0002090787 ohacu:RightsEachRightToReceiveOnefourthOfOneClassAOrdinaryShareMember 2026-09-30 2026-09-30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 30, 2026

Oceanhawk Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-43309		98-1886973
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

515 Madison Avenue, 8th Floor New York, NY		10022
(Address of Principal Executive Offices)		(Zip Code)

(212-931-1898)

(Registrant’s telephone number, including area code)

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:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-right to receive one-fourth of one Class A ordinary share		OHACU		The Nasdaq Stock Market LLC
Class A ordinary share, par value $0.0001 per share		OHAC		The Nasdaq Stock Market LLC
Rights, each right to receive one-fourth of one Class A ordinary share		OHACR		The Nasdaq Stock Market LLC

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 September 30, 2026, Oceanhawk Acquisition Corp. (the “Company”) issued an unsecured promissory note (the “Note”) in the principal amount of $1,550,000 to Oceanhawk Acquisition I Sponsor, LLC (the “Sponsor”). The Note does not bear interest and is repayable in full upon consummation of the Company’s initial business combination. If the Company does not complete a business combination, the Note shall be repaid out of funds available to the Company outside of the trust account established in connection with the Company’s initial public offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Note is attached as Exhibit 10.1 to this Current report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 1.01 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The disclosure contained in Item 1.01 is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits. The following exhibits are filed with this Form 8-K:

Exhibit No.		Description of Exhibits
10.1		Promissory Note, dated September 30, 2026, issued by the Company to the Sponsor.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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: October 6, 2026				By:		/s/ Ernest Miller
				Name:		Ernest Miller
				Title:		Chief Executive Officer

3

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 28.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE 14.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 24.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 15.5 KB