Oceanhawk (NASDAQ: OHAC) CEO gets 100K sponsor-linked shares at $0.004

Rhea-AI Filing Summary

Oceanhawk Acquisition Corp. (OHAC) reported that its Chief Executive Officer, Ernest Miller, was granted indirect interests in 100,000 Class B Ordinary Shares (founder shares). These shares are held by Oceanhawk Acquisition I Sponsor, LLC, and Miller received membership interests in the sponsor at a nominal purchase price of $0.004 per share. The sponsor, not Miller, holds and controls the securities, and Miller has no right to control the sponsor or vote or dispose of the shares it holds.

Insider Trade Summary

Net Buyer: 100,000 shares

Net Buy 1 txn

Insider MILLER ERNEST

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares F1, F2	100,000	$0.004	$400.00

Holdings After Transaction: Class B Ordinary Shares — 100,000 shares (Indirect, By Oceanhawk Acquisition I Sponsor, LLC)

Footnotes (2)

1. F1. Represents Class B Ordinary Shares (founder shares) held indirectly through membership interests in Oceanhawk Acquisition I Sponsor, LLC. The reporting person received membership interests reflecting the number of founder shares indicated, at a nominal purchase price. The reporting person has no right to control Oceanhawk Acquisition I Sponsor, LLC or vote or dispose of any securities held by it.
2. F2. Transaction coded "J" because the acquisition represents a grant of membership interests by Oceanhawk Acquisition I Sponsor, LLC to the reporting person, which does not correspond to any other available transaction code.

Key Figures

Class B founder shares tied to membership interests: 100,000 shares Nominal purchase price per share: $0.004 per share Indirectly held shares following transaction: 100,000 shares

3 metrics

Class B founder shares tied to membership interests 100,000 shares Class B Ordinary Shares (founder shares) indirectly held via Oceanhawk Acquisition I Sponsor, LLC after transaction

Nominal purchase price per share $0.004 per share Price for membership interests reflecting the reported founder shares

Indirectly held shares following transaction 100,000 shares Total Class B Ordinary Shares reported as indirectly owned after the acquisition

Key Terms

Class B Ordinary Shares, founder shares, membership interests

3 terms

Class B Ordinary Shares financial

"Represents Class B Ordinary Shares (founder shares) held indirectly through membership interests"

Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.

founder shares financial

"Represents Class B Ordinary Shares (founder shares) held indirectly through membership interests"

Founder shares are the ownership stakes given to the people who start a company, often with extra voting power or protections compared with ordinary shares. For investors, they matter because founders’ control and incentives influence decisions about strategy, hiring, and whether the company sells or stays independent — like a family that keeps majority voting rights in a household decision. High founder ownership can mean stable leadership but also a risk that outside shareholders have less influence.

membership interests financial

"held indirectly through membership interests in Oceanhawk Acquisition I Sponsor, LLC"

An ownership stake in a limited liability company (LLC) that represents a holder’s share of the business’s profits, losses, and decision-making power. Think of it like a slice of the company’s pie and a seat at its management table: it determines how much money the owner can receive and how much influence they have over company choices. Investors care because these interests affect returns, control, transferability, and tax treatment.

FAQ

What insider transaction was reported at Oceanhawk Acquisition Corp. (OHAC)?

Oceanhawk Acquisition Corp. reported that CEO Ernest Miller indirectly acquired interests in 100,000 Class B Ordinary Shares through membership interests in Oceanhawk Acquisition I Sponsor, LLC, at a nominal purchase price of $0.004 per share.

Did OHAC CEO Ernest Miller directly own the 100,000 Class B shares reported?

No. The 100,000 Class B Ordinary Shares are held by Oceanhawk Acquisition I Sponsor, LLC. Miller holds membership interests in the sponsor and has no right to control, vote, or dispose of the securities held by the sponsor.

What does transaction code "J" mean in the OHAC Form 4 for Ernest Miller?

Transaction code "J" is used because the event is an “other acquisition or disposition”. It represents a grant of membership interests by Oceanhawk Acquisition I Sponsor, LLC to Ernest Miller that does not fit any other standard transaction code.

What was the price associated with the 100,000 Class B founder shares in the OHAC filing?

The membership interests reflecting 100,000 founder shares were received at a nominal purchase price of $0.004 per share. This price applies to the interests tied to the sponsor-held Class B Ordinary Shares reported in the Form 4.

How many Class B founder shares are reported as indirectly held after the OHAC transaction?

Following the reported transaction, the Form 4 lists 100,000 Class B Ordinary Shares as indirectly held through Oceanhawk Acquisition I Sponsor, LLC. These are founder shares associated with Miller’s membership interests in the sponsor entity.

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/18/2026 - 04:11 PM Accepted by SEC EDGAR 08/18/2026 - 04:10 PM Learn about SEC filing dates

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

MILLER ERNEST

(Last) (First) (Middle)

515 MADISON AVENUE

8TH FLOOR

(Street)

NEW YORK NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Oceanhawk Acquisition Corp. [ OHAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class B Ordinary Shares(1)	08/17/2026		J(2)		100,000	A	$0.004(1)	100,000	I	By Oceanhawk Acquisition I Sponsor, LLC(1)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents Class B Ordinary Shares (founder shares) held indirectly through membership interests in Oceanhawk Acquisition I Sponsor, LLC. The reporting person received membership interests reflecting the number of founder shares indicated, at a nominal purchase price. The reporting person has no right to control Oceanhawk Acquisition I Sponsor, LLC or vote or dispose of any securities held by it.

2. Transaction coded "J" because the acquisition represents a grant of membership interests by Oceanhawk Acquisition I Sponsor, LLC to the reporting person, which does not correspond to any other available transaction code.

	/s/ Ernest Miller	08/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)