Oceanhawk director gets stake in 50K founder shares

Oceanhawk Acquisition Corp. (OHAC) director Jonathan Nickell reported an indirect acquisition related to 50,000 Class B Ordinary Shares (founder shares)$0.004 per share

Rhea-AI Filing Summary

Oceanhawk Acquisition Corp. (OHAC) director Jonathan Nickell reported an indirect acquisition related to 50,000 Class B Ordinary Shares (founder shares)$0.004 per share

Insider Trade Summary

Other: 50,000 shares

Other 1 txn

Insider Nickell Jonathan

Role Director

Type	Security	Shares	Price	Value
Other	Class B Ordinary Shares F1, F2	50,000	$0.004	$200.00

Holdings After Transaction: Class B Ordinary Shares — 50,000 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

Shares acquired indirectly: 50,000 shares Price per share: $0.004 per share Shares held after transaction: 50,000 shares

3 metrics

Shares acquired indirectly 50,000 shares Class B Ordinary Shares (founder shares) tied to membership interests in sponsor LLC

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

Shares held after transaction 50,000 shares Indirect holdings through Oceanhawk Acquisition I Sponsor, LLC following the reported acquisition

Key Terms

Class B Ordinary Shares, founder shares, membership interests, transaction coded "J"

4 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.

transaction coded "J" regulatory

"Transaction coded "J" because the acquisition represents a grant of membership interests"

FAQ

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

What insider transaction did OHAC director Jonathan Nickell report?

Jonathan Nickell reported an indirect acquisition tied to 50,000 Class B founder shares of Oceanhawk Acquisition Corp., held through Oceanhawk Acquisition I Sponsor, LLC, via a grant of membership interests at a nominal purchase price.

How many OHAC Class B founder shares are associated with Jonathan Nickell’s Form 4?

The Form 4 associates 50,000 Class B Ordinary Shares (founder shares) of OHAC with Jonathan Nickell, held indirectly through membership interests in Oceanhawk Acquisition I Sponsor, LLC after the reported transaction.

What was the implied price for the OHAC founder shares in Jonathan Nickell’s transaction?

The reporting shows an implied nominal purchase price of $0.004 per share for the 50,000 OHAC Class B founder shares tied to Nickell’s membership interest grant from Oceanhawk Acquisition I Sponsor, LLC.

Does Jonathan Nickell control or vote the OHAC shares held by the sponsor LLC?

The filing states that Jonathan Nickell has no right to control Oceanhawk Acquisition I Sponsor, LLC and cannot vote or dispose of any OHAC securities held by that entity, despite his membership interests.

Why is Jonathan Nickell’s OHAC transaction coded "J" on the Form 4?

The transaction is coded "J" because it represents a grant of membership interests in Oceanhawk Acquisition I Sponsor, LLC to Nickell, which does not correspond to any other standard Form 4 transaction code for acquisitions or dispositions.

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

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Available on EDGAR 08/18/2026 - 04:11 PM Accepted by SEC EDGAR 08/18/2026 - 04:11 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^*

Nickell Jonathan

(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
	Officer (give title below)		Other (specify below)

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)		50,000	A	$0.004(1)	50,000	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/ Jonathan Nickell	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)