(d) Exhibits. The following exhibits are filed with this Form 8-K:
Exhibit
99.1
OCEANHAWK
ACQUISITION CORP.
INDEX TO FINANCIAL STATEMENT
| |
|
Page |
| Financial Statement of Oceanhawk Acquisition Corp.: |
|
|
| Report of Independent Registered Public
Accounting Firm (PCAOB ID: 206) |
|
F-2 |
| Balance Sheet as of May 22, 2026 |
|
F-3 |
| Notes to Financial Statement |
|
F-4 |
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and Board of Directors of
Oceanhawk Acquisition Corp.
Opinion
on the Financial Statement
We
have audited the accompanying balance sheet of Oceanhawk Acquisition Corp. (the “Company”) as of May 22, 2026 and the related
notes (collectively referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in
all material respects, the financial position of the Company as of May 22, 2026, in conformity with accounting principles generally accepted
in the United States of America.
Going
Concern Matter
The
accompanying financial statement has been prepared assuming that the Company will continue as a going concern. As discussed in Note 1
to the financial statement, the Company has incurred and expects to continue to incur significant costs in pursuit of its financing and
acquisition plans which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 1. The financial statement does not include any adjustments that might result from the outcome
of this uncertainty.
Basis
for Opinion
This
financial statement is the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides
a reasonable basis for our opinion.
/s/
MaloneBailey, LLP
www.malonebailey.com
We
have served as the Company’s auditor since 2025.
Houston,
Texas
May
29, 2026
OCEANHAWK
ACQUISITION CORP.
BALANCE SHEET
MAY 22, 2026
| Assets | |
| |
| Current
assets | |
| |
| Cash | |
$ | 100 | |
| Due
from Sponsor | |
| 1,800,000 | |
| Prepaid
expenses | |
| 75,000 | |
| Total
current assets | |
| 1,875,100 | |
| Cash
held in Trust Account | |
| 160,800,000 | |
| Total
Assets | |
$ | 162,675,100 | |
| | |
| | |
| Liabilities,
Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
| | |
| Current
liabilities | |
| | |
| Accrued
offering costs | |
$ | 159,452 | |
| Accrued
expenses | |
| 167,477 | |
| Advances
from related party | |
| 364,826 | |
| Over-allotment
option liability | |
| 125,900 | |
| Promissory
note – related party | |
| 300,000 | |
| Total
current liabilities | |
| 1,117,655 | |
| Deferred
underwriting fee payable | |
| 5,600,000 | |
| Total
Liabilities | |
| 6,717,655 | |
| | |
| | |
| 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 | |
| | |
| | |
| 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 | |
| Class B
ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,133,333 shares issued and outstanding(1) | |
| 613 | |
| Additional
paid-in capital | |
| — | |
| Accumulated
deficit | |
| (4,843,218 | ) |
| Total
Shareholders’ Deficit | |
| (4,842,555 | ) |
| Total
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 162,675,100 | |
| (1) | Includes
up to 800,000 Class B ordinary shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters
(see Note 5). On May 27, 2026, the underwriters exercised their over-allotment option in full, as such, the 800,000 Class B ordinary
shares are no longer subject to forfeiture. (see Notes 5 and 10). |
The
accompanying notes are an integral part of the financial statement.
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE 1: DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS
AND GOING CONCERN
Oceanhawk
Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on September 12,
2025. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization,
reorganization or similar business combination with one or more businesses or entities that the Company has not yet identified (“Business
Combination”). The Company has not selected any Business Combination target, and has not, nor has anyone on its behalf, initiated
any substantive discussions, directly or indirectly, with any Business Combination target. While the Company may pursue an initial Business
Combination target in any industry or geographic location, it intends to focus its search on high potential businesses based in the United States.
All
activity for the period from September 12, 2025 (inception) through May 22, 2026 relates to the Company’s formation and the
initial public offering (the “Initial Public Offering”), which is described below. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income
in the form of interest income from the proceeds derived from the Initial Public Offering held in a Trust Account (as defined below).
The Company has selected December 31 as its fiscal year end.
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”).
Transaction
costs amounted to $8,725,721, consisting of $2,400,000 of cash underwriting fee, $5,600,000 of deferred underwriting fee, and $725,721
of other offering costs.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating
a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company
must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal
to at least 80% of the net assets held in the Trust Account (excluding any deferred underwriting fees and taxes payable on the interest
earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. The Company will only complete
a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target
or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment
company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).
Following
the closing of the Initial Public Offering, on May 22, 2026, an amount of $160,800,000 ($10.05 per Unit) from the net proceeds of the
sale of the Units and the Private Placement Units was placed in the trust account (the “Trust Account”), located in the United
States, with Odyssey Transfer and Trust Company acting as trustee, and invested only in U.S. government treasury obligations with
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act which invest only in direct U.S. government treasury obligations and/or held as cash or cash items (including in demand deposit
accounts), as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution
of the funds held in the Trust Account, as described below.
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE 1: DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS
AND GOING CONCERN (cont.)
The
Company will provide the holders of the outstanding Public Shares (the “Public Shareholders”) with the opportunity to
redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a
shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether
the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company. The
Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account
(initially $10.05 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no
redemption rights upon the completion of a Business Combination with respect to the Company’s rights. The Public Shares
subject to possible redemption were recorded at a redemption value and classified as temporary equity upon the completion of the
Initial Public Offering in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.”
The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding shares voted are voted in favor
of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote
for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct
the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer
documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required
by law, or the Company decides to obtain shareholder approval for business or other legal reasons, the Company will offer to redeem shares
in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks
shareholder approval in connection with a Business Combination, Sponsor and other initial shareholders (collectively, the “Initial
Shareholders”) have agreed to (a) vote their Founder Shares (as defined in Note 5) and any Public Shares held by them
in favor of a Business Combination and (b) not to convert any shares (including Founder Shares) in connection with a shareholder
vote to approve a Business Combination or sell any such shares to the Company in a tender offer in connection with a Business Combination.
Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction.
Notwithstanding
the foregoing, if the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the
tender offer rules, the Company’s amended and restated memorandum and articles of association will provide that a Public Shareholder,
together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent
of the Company.
The
Initial Shareholders and the Company’s officers and directors intend to enter into a letter agreement, pursuant to which they have
agreed to (i) waive their redemption rights with respect to any Founder Shares and public shares held by them in connection with
the completion of the initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and public
shares held by them in connection with a shareholders’ vote to amend the amended and restated memorandum and articles of association
(A) to modify the substance or timing of the obligation to allow redemption in connection with the initial Business Combination
or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination Period
(as defined below) or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business
Combination activity; and (iii) waive their rights to liquidating distributions from the trust account with respect to any Founder
Shares and private shares they hold if the Company fails to complete the initial Business Combination within the Combination Period (although
they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company
fails to complete the initial Business Combination within the Combination Period). If the Company submits the initial Business Combination
to the Public Shareholders for a vote, the Initial Shareholders, directors and officers have agreed (and their permitted transferees
will agree), pursuant to the terms of a letter agreement, to vote any shares held by them in favor of the initial Business Combination.
The
underwriters have agreed to waive their rights to their deferred underwriting commissions (see Note 6) held in the Trust Account
in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will
be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the
event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than
the funds held in the Trust Account ($10.05).
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE 1: DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS
AND GOING CONCERN (cont.)
The
Company will have until 15 months from the closing of the Initial Public Offering to complete a Business Combination (or 18 months
from the closing of the Initial Public Offering if the Company has executed a Business Combination agreement for an initial Business
Combination within 15 months from the closing of the offering). However, if the Company is unable to complete the initial Business Combination
within 18 months from the closing the Initial Public Offering, the Company may seek an amendment to its amended and restated memorandum
and articles of association to extend the period of time it has to complete an initial Business Combination beyond 15 months (or
18 months from the closing of the Initial Public Offering if the Company has executed a Business Combination agreement for an initial
Business Combination within 15 months from the closing of the offering) (the “Combination Period”). If the Company has not
completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (net of funds withdrawn to pay taxes, if any, and up to $100,000 of interest to pay dissolution
expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish Public Shareholders’
rights as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of the remaining shareholders and board of directors, liquidate and dissolve,
subject, in each case, to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable
law.
In
order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims
by a third party (other than the independent registered public accounting firm) for services rendered or products sold to the Company,
or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds
in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) such lesser amount per Public Share held in
the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case
net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third
party who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be
unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.
The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors
by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm),
prospective target businesses and other entities with which the Company does business, execute agreements with the Company waiving any
right, title, interest or claim of any kind in or to monies held in the Trust Account.
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE 1: DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS
AND GOING CONCERN (cont.)
Going
Concern Consideration
As
of May 22, 2026, the Company had cash of $100, a due from Sponsor of $1,800,000, and working capital of $757,445. The Company has since
completed its Initial Public Offering at which time capital in excess of the funds deposited in Trust Account and/or used to fund offering
expenses was released to the Company for general capital purposes. Further, the Company has incurred and expects to continue to incur
significant costs in pursuit of its financing and acquisition plans. In connection with the Company’s assessment of going concern
considerations in accordance with Financial Accounting Standards Board (“FASB”) ASC 205-40, “Financial Statement Presentation
— Going Concern,” the Company’s management has since reevaluated the Company’s liquidity and financial condition,
and determined that the Company still lacks the liquidity to sustain operations for a reasonable period of time, which is considered
to be one year from the date of the issuance of the financial statement. These conditions raise substantial doubt about the Company’s
ability to continue as a going concern. Management plans to address this uncertainty with the Business Combination. There is no assurance
that the Company’s plans to complete the Business Combination will be successful. The financial statement does not include any
adjustments that might result from the outcome of this uncertainty.
Risks
and Uncertainties
The
United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from
the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict and the Israel-Iran conflict. In response to the ongoing Russia-Ukraine
conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the
United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions
against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society
for Worldwide Interbank Financial Telecommunication payment system. Certain countries, including the United States, have also provided
and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number
of nations. The invasion of Ukraine by Russia, the Israel-Hamas conflict, the Israel-Iran conflict and the resulting measures that have
been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its
neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global
economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including
significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyberattacks
against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and
lead to instability and lack of liquidity in capital markets.
Any
of the above mentioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions
resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict, the Israel-Iran conflict and subsequent sanctions or related
actions, or the ongoing trade and tariff policy changes by the U.S. or other countries, could adversely affect the Company’s
search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business
Combination. The financial statement does not include any adjustments that might result from the outcome of this uncertainty.
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of Presentation
The
accompanying financial statement is presented in conformity with accounting principles generally accepted in the United States of America
(the “US GAAP”) and pursuant to the rules and regulations of the U.S. SEC.
Emerging
Growth Company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any
golden parachute payments not previously approved.
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective
or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not
to opt out of such extended transition period which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in accounting standards used.
Use
of Estimates
The
preparation of this financial statement in conformity with US GAAP requires the Company’s management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statement.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statement, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates.
Cash
and Cash Equivalents
The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company has $100 in cash and no cash equivalents as of May 22, 2026.
Cash
Held in Trust Account
As
of May 22, 2026, the assets held in the Trust Account, amounting to $160,800,000, were held in cash.
Concentration
of Credit Risk
Financial
instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,
which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access
to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Fair
Value of Financial Instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value
Measurement,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Fair
Value Measurements
Fair
value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction
between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets
or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level
1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments
in active markets; |
| ● | Level
2, defined as inputs other than quoted prices in active markets that are either directly
or indirectly observable such as quoted prices for similar instruments in active markets
or quoted prices for identical or similar instruments in markets that are not active; and |
| ● | Level
3, defined as unobservable inputs in which little or no market data exists, therefore requiring
an entity to develop its own assumptions, such as valuations derived from valuation techniques
in which one or more significant inputs or significant value drivers are unobservable. |
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
In
some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In
those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input
that is significant to the fair value measurement.
Derivative
Financial Instruments
The
Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as
embedded derivatives in accordance with FASB ASC Topic 815, “Derivatives and Hedging”. For derivative financial
instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant
date and is then re-valued at each reporting date, with changes in the fair value reported in the statement of operations. The
classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is
evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current
based on whether or not net cash settlement or conversion of the instrument could be required within 12 months of the balance
sheet date. The underwriters’ over-allotment option is deemed to be a freestanding financial instrument indexed on the
contingently redeemable shares and was accounted for as a liability pursuant to FASB ASC 480 since the underwriters did not
exercise their over-allotment option at the closing of the Initial Public Offering.
Rights
The
Company accounted for the Rights issued in connection with the Initial Public Offering and the private placement in accordance with the
guidance contained in FASB ASC Topic 815, “Derivatives and Hedging”. Accordingly, the Company evaluated and classified
the Rights under equity treatment at their assigned values.
Offering
Costs
The
Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.
Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering. FASB ASC 470-20,
“Debt with Conversion and Other Options,” addresses the allocation of proceeds from the issuance of convertible debt into
its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units between
Class A ordinary shares and Rights, using the residual method by allocating Initial Public Offering proceeds first to the assigned value
of the Public Rights and then to the Class A ordinary shares. Offering costs allocated to the Public Shares were charged to temporary
equity, and offering costs allocated to Public Rights and Private Placement Units were charged to shareholders’ deficit, as the
Rights, after management’s evaluation, were accounted for under equity treatment.
Income
Taxes
The
Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or
expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained
upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only
major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.
There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of May 22, 2026. The Company is currently
not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.
There
is currently no taxation imposed on income by the government of the Cayman Islands. In accordance with Cayman Islands federal income
tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial
statement. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over
the next twelve months.
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE
2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont.)
Class
A Ordinary Shares Subject to Possible Redemption
The
Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s
liquidation, or if there is a shareholder vote or tender offer in connection with the Company’s initial Business Combination. In
accordance with FASB ASC 480-10-S99, the Company classifies Public Shares subject to possible redemption outside of permanent equity
as the redemption provisions are not solely within the control of the Company. The Company recognizes changes in redemption value immediately
as they occur and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period.
Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption
value. The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent
available) and accumulated deficit. Accordingly, as of May 22, 2026, Class A ordinary shares subject to possible redemption are presented
at redemption value as temporary equity, outside of the shareholders’ deficit section of the Company’s balance sheet. As
of May 22, 2026, the Class A ordinary shares subject to possible redemption reflected in the balance sheet are reconciled in the following
table:
| Gross
proceeds | |
$ | 160,000,000 | |
| Less: | |
| | |
| Proceeds
allocated to Public Rights | |
| (4,528,000 | ) |
| Proceeds
allocated to over-allotment option | |
| (125,900 | ) |
| Public
Shares issuance costs | |
| (8,450,565 | ) |
| Plus: | |
| | |
| Remeasurement
of carrying value to redemption value | |
| 13,904,465 | |
| Class
A ordinary shares subject to possible redemption, May 22, 2026 | |
$ | 160,800,000 | |
Recent
Accounting Standards
Management
does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s financial statement.
NOTE
3: INITIAL PUBLIC OFFERING
In
the Initial Public Offering on May 22, 2026, the Company sold 16,000,000 Units at a purchase price of $10.00 per Unit. The Company granted
the underwriters a 45-day option from the date of Initial Public Offering to purchase up to 2,400,000 additional Units to cover over-allotments
(Note 6). On May 27, 2026, 2,400,000 additional Units were issued pursuant to the underwriters’ full exercise of over-allotment
and sold at an offering price of $10.00 per Unit (Note 10). Each Unit consists of one Public Share and one Public Right, with each Public
Right entitling the holder to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination.
NOTE
4: PRIVATE PLACEMENT
Simultaneously
with the closing of the Initial Public Offering, the Sponsor and Benchmark purchased an aggregate of 500,000 Private Placement Units
at a price of $10.00 per Private Placement Unit in a private placement. Of those 500,000 Private Placement Units, the Sponsor purchased
300,000 Private Placement Units and Benchmark purchased 200,000 Private Placement Units. Up to 30,000 additional Private Placement Units
can be purchased by Benchmark depending on the extent to which the underwriters’ over-allotment option is exercised within the
45-day period following the closing of the Initial Public Offering. On May 27, 2026, simultaneous with the closing of the underwriters’
full exercise of the over-allotment option, 30,000 additional Private Placement Units were issued to Benchmark in a private placement,
at a price of $10.00 per Private Placement Unit (Note 10). Each Private Placement Unit consists of one Private Placement Share and one
Private Placement Right to receive one-fourth (1/4) of one Class A ordinary share upon the consummation of an initial Business Combination.
If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement
Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law).
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE
5: RELATED PARTY TRANSACTIONS
Founder
Shares
On
November 21, 2025, the Company issued to the Sponsor an aggregate of 6,133,333 Class B ordinary shares (the “Founder
Shares”), par value $0.0001 per share, in exchange for $25,000 or approximately $0.004 per share. The Founder Shares include an
aggregate of up to 800,000 shares, which remains subject to surrender and forfeiture depending on the extent to which the underwriters’
over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering. On May 27, 2026, the
underwriters fully exercised their over-allotment option (Note 10). As such, on May 27, 2026, the 800,000 Class B ordinary shares are
no longer subject to forfeiture.
Administrative
Services Agreement
The
Company entered into an agreement with the Sponsor, commencing on May 20, 2026 through the earlier of the Company’s consummation
of a Business Combination or its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, and secretarial
and administrative services.
Promissory
Note — Related Party
On
October 10, 2025, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”).
The Note is non-interest bearing, unsecured and due upon the earlier of December 31, 2027 and the closing of the Initial Public
Offering). As of May 22, 2026, the Company had $300,000 outstanding borrowings under the Note, which is now due on demand. On May 27, 2026, the Company repaid the total outstanding balance of the Promissory Note amounting to $300,000 (see
Note 10).
Due
from Sponsor
As
of May 22, 2026, the Sponsor owes the Company an aggregate amount of $1,800,000, representing the Private Placement Unit purchase by
the Sponsor to be wired to the Company’s bank account. Subsequently, the Sponsor paid approximately $498,224 of
offering costs and expenses on behalf of the Company, an aggregate of $788,500 was reimbursed to the Sponsor, $300,000 of which
represents repayment of the Note, $180,000 of which was deposited into the Trust Account in relation to the full exercise of the
over-allotment option, and $308,500 of which represents partial payment for the advances from related party, resulting in net cash
of approximately $513,276 which was deposited into the Company’s operating account on May 27, 2026 (Note 10).
Advances
from Related Party
As
of May 22, 2026, the Company owes a related party and the Sponsor an aggregate amount of $364,826, which represents the amounts owed
by the Company for expenses paid on its behalf that was not covered by the Note and is denoted as advances from related party on the
accompanying balance sheet as of May 22, 2026. These amounts are non-interest bearing and due on demand.
Working
Capital Loans
In
order to finance transaction costs in connection with a Business Combination, the Sponsor, members of the Company’s founding team
or any of their affiliates may, but are not obligated to, loan the Company funds as may be required. If the Company completes a Business
Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise,
the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. The Working Capital Loans would either be repaid upon consummation
of a Business Combination, without interest, or, at the lenders’ discretion, up to $1,500,000 of such Working Capital Loans may
be convertible into Private Placement Units at a price of $10.00 per unit. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of May 22, 2026, the Company had
no outstanding Working Capital Loans.
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE
6: COMMITMENTS AND CONTINGENCIES
Underwriting
Agreement
The
underwriters have a 45-day option from the date of Initial Public Offering to purchase up to 2,400,000 additional Units to cover
over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. As of May 22, 2026, the
full over-allotment option remains open.
The
underwriters were entitled to a cash underwriting discount of $0.15 per Unit, or $2,400,000 in the aggregate, which was paid upon the
closing of the Initial Public Offering. In addition, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $5,600,000
in the aggregate. The deferred fee was placed in the Trust Account and will be released to the underwriters only upon the completion
of an initial Business Combination., subject to the terms of the underwriting agreement.
On
May 27, 2026, 2,400,000 additional Units were issued pursuant to the underwriters’ full exercise of over-allotment and sold at
an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $24,000,000 (Note 10). As a result of the
underwriters’ full exercise of over-allotment, the cash underwriting discount and deferred underwriting fees has increased to $2,760,000
and $6,440,000, respectively.
Registration
Rights
The
holders of (i) the Founder Shares (including the underlying Class A ordinary shares issuable upon the conversion of the Founder
Shares) and (ii) Private Placement Units, including any Private Placement Units that may be issued upon conversion of working
capital loans (including any private placement shares, private placement rights and any Class A ordinary shares underlying the private
placement rights) will be entitled to registration rights pursuant to a registration rights agreement signed on May 20, 2026 requiring
the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A ordinary
shares). With the exception of the Sponsor and the Private Placement Units it purchases in connection with the Initial Public Offering,
the holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company
register such securities. In addition, and as excepted above, the holders have certain “piggy-back” registration rights with
respect to registration statements filed subsequent to the Company’s completion of its initial Business Combination and rights
to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration
rights agreement will provide that the Company will not be required to effect or permit any registration or cause any registration statement
to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with
the filing of any such registration statements.
NOTE
7: SHAREHOLDERS’ DEFICIT
Preference
Shares — The Company is authorized to issue 1,000,000 preference shares, par value $0.0001 per share, with such
designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors.
As of May 22, 2026, there were no preference shares issued or outstanding.
Class A
Ordinary Shares — The Company is authorized to issue 200,000,000 Class A ordinary share with a par value
of $0.0001 per share. As of May 22, 2026, there were 500,000 Class A ordinary shares issued and outstanding, excluding 16,000,000 shares
subject to possible redemption.
Class B
Ordinary Shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value
of $0.0001 per share. As of May 22, 2026, there were 6,133,333 Class B ordinary shares issued and outstanding, of which an aggregate
of up to 800,000 Class B ordinary shares remain subject to forfeiture depending on the extent to which the underwriters’ over-allotment
option is exercised within the 45-day period following the closing of the Initial Public Offering.
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE
7: SHAREHOLDERS’ DEFICIT (cont.)
Holders
of the Class B ordinary shares will have the right to appoint all the Company’s directors prior to an initial Business Combination.
On any other matter submitted to a vote of the Company’s shareholders, holders of the Class A ordinary shares and holders
of the Class B ordinary shares will vote together as a single class, except as required by law or share exchange rule; provided,
that the holders of Class B ordinary shares will be entitled to vote as a separate class to increase the authorized number of Class B
ordinary shares. Each share of ordinary share will have one vote on all such matters.
The
Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination,
or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights
issuances, reorganizations, recapitalizations and the like and will not have any redemption rights or be entitled to liquidating distributions
if we do not consummate an initial Business Combination.
Rights — Except
in cases where the Company is not the surviving company in a Business Combination, each holder of a right will automatically receive
one-fourth (1/4) of one ordinary share upon consummation of the initial Business Combination. The Company will not issue fractional shares
in connection with an exchange of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed
in accordance with the applicable provisions of Cayman law. In the event the Company is not the surviving company upon completion of
the initial Business Combination, each holder of a right will be required to affirmatively convert his, her or its rights in order to
receive the one-fourth (1/4) of one ordinary share underlying each right upon consummation of the Business Combination. If the Company
is unable to complete the initial Business Combination within the required time period and the Company will redeem the public shares
for the funds held in the Trust Account, holders of rights will not receive any of such funds for their rights and the rights will expire
worthless.
NOTE
8: FAIR VALUE MEASUREMENTS
The
over-allotment option was accounted for as a liability in accordance with FASB ASC 815-40 and was presented within liabilities on the
balance sheet. The over-allotment option liability is measured at fair value at inception and on a recurring basis, with changes in fair
value presented within changes in fair value of over-allotment option liability in the statement of operations.
The
Company used a Black-Scholes model to value the over-allotment option. The over-allotment option liability was classified within Level
3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in pricing models are assumptions
related to expected share-price volatility, expected life and risk-free interest rate. The Company estimates the volatility of its ordinary
shares based on historical volatility that matches the expected remaining life of the option. The risk-free interest rate is based on
the U.S. Treasury zero-coupon yield curve on the grant date for a maturity similar to the expected remaining life of the option. The
expected life of the option is assumed to be equivalent to their remaining contractual term.
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE
8: FAIR VALUE MEASUREMENTS (cont.)
The
key inputs into the Black-Scholes model were as follows at initial measurement of the over-allotment option:
| | |
May
22,
2026 | |
| Risk-free
interest rate | |
| 3.69 | % |
| Expected
term (years) | |
| 0.12 | |
| Volatility | |
| 1.67 | % |
| Exercise
price | |
$ | 10.00 | |
The
fair value of the Public Rights issued in the Initial Public Offering is $4,528,000, or $0.283 per Public Right. The Public Rights have
been classified within shareholders’ deficit and will not require remeasurement after issuance. The Public Rights were classified
within Level 3 of the fair value hierarchy at the measurement dates due to the use of unobservable inputs inherent in assumptions related
to the market adjustments as noted below. The following table presents the quantitative information regarding market assumptions used
in the valuation of the Public Rights:
| | |
May
22,
2026 | |
| Term
(years) | |
| 1.34 | |
| Risk-free
rate | |
| 3.95 | % |
| Volatility | |
| 10.5 | % |
| Implied
discount for lack of marketability | |
| 2.8 | % |
NOTE
9: SEGMENT INFORMATION
FASB
ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information
about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of
an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating
decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The
Company’s CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole
to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company
only has one operating segment.
The
CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment assets is reported on
the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource allocation,
the CODM reviews several key metrics included in the total assets, which include the following:
| | |
May
22,
2026 | |
| Cash | |
$ | 100 | |
| Cash
held in Trust Account | |
$ | 160,800,000 | |
OCEANHAWK
ACQUISITION CORP.
NOTES TO FINANCIAL STATEMENT
MAY 22, 2026
NOTE
9: SEGMENT INFORMATION (cont.)
The
CODM reviews the position of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The
CODM is provided with details of cash and liquid resources available with the Company. The CODM will review the interest that will be
earned and accrued on cash held in Trust Account to measure and monitor shareholder value and determine the most effective strategy of
investment with the Trust Account funds while maintaining compliance with the Trust Agreement.
NOTE
10: SUBSEQUENT EVENTS
The
Company has evaluated subsequent events and transactions that occurred after the balance sheet dates up to the date that the financial
statement were issued. Based upon this review, other than as noted below, the Company did not identify any subsequent events that would
have required adjustment or disclosure in the financial statement.
On
May 27, 2026, 2,400,000 additional Units were issued pursuant to the underwriters’ full exercise of over-allotment and sold at
an offering price of $10.00 per Unit, generating additional gross proceeds to the Company of $24,000,000. Simultaneous with the closing
of the underwriters’ full exercise of the over-allotment option, 30,000 additional Private Placement Units were issued to Benchmark
in a private placement, generating additional gross proceeds to the Company of $300,000.
Subsequent to the closing of the Initial Public Offering, the Sponsor paid
approximately $498,224 of offering costs and expenses on behalf of the Company, an aggregate of $788,500 was reimbursed to the Sponsor,
$300,000 of which represents repayment of the Note, $180,000 of which was deposited into the Trust Account in relation to the full exercise
of the over-allotment option, and $308,500 of which represents partial payment for the advances from related party, resulting in net cash
of approximately $513,276 which was deposited into the Company’s operating account on May 27, 2026.
