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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):
August 17, 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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 17, 2026, a
majority of the board of directors (the “Board”) of Oceanhawk
Acquisition Corp. (the “Company”) and the independent directors of the
Board nominated Jimmy D. Ford to serve as a Class III director, with a term expiring at the Company’s third annual meeting of
shareholders (the 2029 annual meeting) and increased the size of the Board from six to seven directors with effect upon the
appointment of Jimmy D. Ford to the Board by the holders of the issued and outstanding Class B ordinary shares of a par value of
US$0.0001 of the Company (the “Class B Shareholders”). On August 17,
2026, the Class B Shareholders appointed Jimmy D. Ford to the Board as a Class III director, with a term expiring at the
Company’s third annual meeting of shareholders (the 2029 annual meeting).
The Board has determined that
each of Jimmy D. Ford, Joseph Durnford, and Jonathan Nickell qualify as an “independent director”. The Board also appointed
Mr. Ford to serve on each of the audit committee of the Board (the “Audit Committee”), the compensation committee of
the Board (“Compensation Committee”), and the nominating and corporate governance committee of the Board (“Nominating
and Corporate Governance Committee”).
Jimmy D. Ford,
age 71, serves as one of the Company’s independent directors. Mr. Ford has over 45 years of experience working in the domestic and
international oil and gas industry. Mr. Ford’s has particular expertise in international project identification, evaluation, negotiation
and implementation as well as in legal and regulatory compliance and financial reporting for oil and gas companies. Since 2013, Mr. Ford
has owned and operated Rodeo Resources L.P, a company that invests in oil, gas and mining ventures in West Africa. Prior to Rodeo Resources
L.P., Mr. Ford served as the vice president of operations at Gulf United Energy, Inc. responsible for project identification, evaluation
acquisition in Colombia and Peru from 2010-2012 and as the president and a director of Bramlin RDL Inc., a US subsidiary of Victoria Oil
and Gas PLC, operating an oil and gas project in Cameroon from 2005 – 2010. Mr. Ford earned his master in business administration
from Texas Christian University and his bachelor’s of arts from Texas State University. The Company believes Mr. Ford’s experience
in the domestic and international oil and gas industry will make him a valuable member of our board of directors.
Effective upon Mr. Ford’s
appointment to the Audit Committee, the Board removed Daniel Collingridge-Padbury as a member of the Audit Committee. Additionally, effective
upon Mr. Ford’s appointment to the Compensation Committee, the Board removed Michael Maggard as a member of the Compensation Committee..
In connection with Mr. Ford’s
appointment, Oceanhawk Acquisition I Sponsor LLC (the “Sponsor”) has agreed to indirectly transfer 50,000 founder shares
to Mr. Ford at their original purchase price. The Company will reimburse Mr. Ford for reasonable out-of-pocket expenses incurred in connection
with fulfilling his role as a director.
In connection with his appointment,
Mr. Ford enter into (i) an indemnification agreement and (ii) a joinder to the letter agreement dated as of May 20, 2026, entered into
by the Company with its directors (and the other parties thereto) in connection with the Company’s initial public offering. Each
of the director indemnification agreement and letter agreement was described in, and the forms of which were filed as exhibits to, the
Company’s Current Report on Form 8-K relating to the Company’s initial public offering (File No. 001-43309).
Other than the foregoing,
Mr. Ford is not a party to any arrangement or understanding with any person pursuant to which he was appointed as a director, nor is he
a party to any transactions required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 8.01. Other Events.
On August 17, 2026, the Board
established the Nominating and Corporate Governance Committee and appointed Joseph Durnford (Chairman), Jonathan Nickell, and Jimmy D.
Ford as members of the Nominating and Corporate Governance Committee.
The purpose of the Nominating
and Corporate Governance Committee is to assist the Board in identifying and recommending individuals qualified to become Board members,
to recommend to the Board the director nominees for the next annual meeting of shareholders, to develop and recommend to the Board a set
of corporate governance guidelines, and to oversee the evaluation of the Board and management. The principal functions of the Nominating
and Corporate Governance Committee include:
| - | identifying, screening and reviewing
individuals qualified to serve as directors, consistent with criteria approved by the Board, and recommending to the Board candidates
for nomination for election at the annual general meeting or to fill vacancies on the Board; |
| - | developing and recommending
to the Board and overseeing implementation of corporate governance guidelines; |
| - | coordinating and overseeing
the annual self-evaluation of the Board, its committees, individual directors and management in the governance of the Company; and |
| - | reviewing on a regular basis
the overall corporate governance and recommending improvements as and when necessary. |
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 |
|
Nominating and Corporate Governance Committee Charter |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
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: August 19, 2026 |
By: |
/s/ Ernest Miller |
| |
Name: |
Ernest Miller |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
OCEANHAWK ACQUISITION CORP.
NOMINATING AND CORPORATE GOVERNANCE COMMITTEE
CHARTER
I. Purpose
The Nominating and Corporate Governance Committee
(the “Committee”) of the Board of Directors of Oceanhawk Acquisition Corp., a Cayman Islands exempted company (the “Company”),
shall
(a) identify, screen and
review individuals qualified to serve as directors, consistent with criteria approved by the Company’s board of directors (the “Board”),
and recommend to the Board, candidates for nomination for election at the annual meeting of shareholders or to fill vacancies on the Board;
(b) develop and recommend
to the Board and oversee implementation of the Company’s corporate governance guidelines;
(c) coordinate and oversee
the annual self-evaluation of the Board, its committees, individual directors and management in the governance of the Company; and
(d) review on a regular basis
the Company’s overall corporate governance and recommend improvements as and when necessary.
II. Organization
The Committee shall consist of two or more directors,
each of whom shall satisfy the applicable independence requirements of the Company’s corporate governance guidelines, the Nasdaq
Stock Market LLC (“Nasdaq”), and any other applicable regulatory requirements, subject to the phase-in periods permitted under
the rules of the Nasdaq under which the Committee is required to have only one independent member at the time of listing, a majority of
independent members within 90 days of listing and all independent members within one year of listing.
Members of the Committee shall be appointed by
the Board and may be removed by the Board at any time. The Committee’s chairperson shall be designated by the Board or, if not so
designated, the members of the Committee shall elect a chairperson by a vote of the majority of the full Committee.
The Committee may form and delegate authority
to subcommittees from time to time as it sees fit, provided that the subcommittees are composed entirely of directors who satisfy the
applicable independence requirements of the Company’s corporate governance guidelines, the Nasdaq and any other applicable regulatory
requirements.
III. Meetings
The Committee shall meet as often as necessary
to carry out its responsibilities but no less frequently than two times annually unless the Committee determines that fewer meetings are
required in a particular year. Meetings shall be called by the chairperson of the Committee or, if there is no chairperson, by a majority
of the members of the Committee. Meetings may be held telephonically or by other electronic means to the extent permitted by the Company’s
organizational documents and applicable law. Committee actions may be taken by unanimous written consent.
IV. Authority and Responsibilities
To fulfill its responsibilities, the Committee
shall:
1. Develop and recommend
to the Board for approval (as part of the Company’s corporate governance guidelines or otherwise) the criteria for Board membership,
including as to director independence and diversity, and periodically review these qualifications with the Board.
2. Identify, screen and review
individuals qualified to become members of the Board in a manner consistent with the criteria approved by the Board and recommend to the
Board the director nominees for the next annual meeting of shareholders or to fill vacancies on the Board. As part of this process, the
Committee shall formally review each director’s continuation on the Board each time such director is nominated to serve on the Board.
In identifying and reviewing the qualifications of candidates for membership on the Board, the Committee shall consider all factors which
it deems appropriate, including the requirements of the Company’s corporate governance guidelines and any other criteria approved
by the Board.
3. Develop and periodically
assess the Company’s policies and procedures with respect to the consideration of director nominees submitted by shareholders of
the Company and review the qualifications of such candidates pursuant to these policies and procedures.
4. At the request of the
Board, review and make recommendations to the Board with respect to the size, composition and organization of the Board and committees
of the Board.
5. At the request of the
Board, review and make recommendations to the Board with respect to Board process, including the calendar, agenda and information requirements
for meetings of the Board and its committees, executive sessions of non-management directors and executive sessions of independent directors.
6. Assist the Board in determining
whether individual directors have material relationships with the Company that may interfere with their independence, as provided under
the requirements of the Company’s corporate governance guidelines, the Nasdaq or any other applicable regulatory requirements.
7. Develop and recommend
to the Board for approval a Chief Executive Officer (“CEO”) and executive officer succession plan (the “Succession Plan”),
develop and recommend to the Board for approval an interim CEO succession plan in the event of an unexpected occurrence and, as the Committee
deems appropriate, to review the Succession Plan from time to time with the CEO and any other executive officers and recommend to the
Board for approval any changes to, or candidates for succession under, the Succession Plan.
8. Coordinate and oversee
the annual evaluation of the Board, its committees, individual directors and management in the governance of the Company.
9. Develop, review and assess
the adequacy of the Company’s corporate governance principles and guidelines annually, recommend to the Board any changes the Committee
deems appropriate and oversee implementation of such guidelines.
10. Develop and maintain
the Company’s orientation programs for new directors and continuing education programs for directors.
11. Review and discuss as
appropriate with management the Company’s disclosures relating to director independence, governance and director nomination matters
and, based on such review and discussion, determine whether to recommend to the Board that such disclosures be disclosed in the Company’s
Annual Report on Form 10-K or annual proxy statement filed with the SEC, as applicable.
12. Review on a regular basis
the Company’s overall corporate governance and recommend improvements as and when necessary.
13. Review and assess the
adequacy of this Charter annually and recommend to the Board any changes deemed appropriate by the Committee.
14. Report regularly to the
Board.
15. Perform any other activities
consistent with this Charter, the Company’s by-laws and governing law, as the Committee or the Board deems appropriate.
V. Resources
The Committee shall have the authority, at its
sole discretion, to retain and terminate search firms to identify director candidates, consultants and any other advisors (the “Advisors”)
to assist it in carrying out its duties. The chairperson of the Committee, at the request of any member of the Committee, may request
any officer, employee or advisor of the Company to attend a meeting of the Committee or otherwise respond to Committee requests.
The Committee shall have the sole authority to
determine the terms of engagement and the extent of funding necessary (and to be provided by the Company) for payment of compensation
to any Advisor retained to advise the Committee and ordinary administrative expenses of the Committee that are necessary or appropriate
in carrying out its duties.
