Oceanhawk (NASDAQ: OHACU) adds $24M via full over-allotment

Rhea-AI Filing Summary

Oceanhawk Acquisition Corp. reports that underwriters fully exercised their over-allotment option, purchasing 2,400,000 additional units at $10.00 each for gross proceeds of $24,000,000. This follows the initial public offering of 16,000,000 units at $10.00 per unit, which raised $160,000,000.

Each unit consists of one Class A ordinary share and one right, with four rights converting into one additional Class A share upon completion of a business combination. Benchmark also bought 30,000 private placement units at $10.00 per unit, adding $300,000.

In total, 18,400,000 units have been sold, and $184,920,000 of combined IPO, over-allotment, and private placement proceeds have been deposited into a U.S. trust account, as reflected in the accompanying unaudited pro forma balance sheet.

Insights

SPAC capital structure analyst

Oceanhawk’s SPAC trust grows to about $185M after full over-allotment exercise.

The underwriters’ full take-up of the 2,400,000-unit over-allotment adds $24,000,000 to Oceanhawk Acquisition Corp.’s IPO proceeds, on top of the original $160,000,000 from 16,000,000 units. Benchmark’s 30,000 additional private placement units contribute another $300,000.

As a result, the trust account balance rises to $184,920,000, matching the redemption-value presentation of Class A shares in the pro forma balance sheet. The structure includes rights that convert into shares after a business combination, so eventual dilution will depend on completion of such a transaction and investor redemption choices.

The detailed pro forma adjustments show how underwriting fees, over-allotment liabilities, and accretion to the $10.05 per-share redemption value affect additional paid-in capital and accumulated deficit. Subsequent disclosures may further clarify how these balances evolve as Oceanhawk pursues a business combination.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Over-allotment units: 2,400,000 units Over-allotment proceeds: $24,000,000 Total units sold: 18,400,000 units +5 more

8 metrics

Over-allotment units 2,400,000 units Purchased at $10.00 per unit on May 27, 2026

Over-allotment proceeds $24,000,000 Gross proceeds from additional 2,400,000 units

Total units sold 18,400,000 units Aggregate IPO and over-allotment units

Trust account balance $184,920,000 Cash held in Trust Account as of May 27, 2026

Initial IPO units 16,000,000 units Sold at $10.00 per unit on May 22, 2026

Redemption value per share $10.05 per share Class A ordinary shares subject to redemption

Deferred underwriting fee $6,440,000 Includes $840,000 from over-allotment exercise

Private placement proceeds $5,300,000 530,000 Private Placement Units at $10.00 each

Key Terms

over-allotment option, Private Placement Units, Class A ordinary shares subject to possible redemption, Trust Account, +2 more

6 terms

over-allotment option financial

"the underwriters’ overallotment option and related transactions, which occurred on May 27, 2026"

An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.

Private Placement Units financial

"the Company consummated the sale of 500,000 units (the “Private Placement Units”) at a price of $10.00 per Private Placement Unit"

Class A ordinary shares subject to possible redemption financial

"Class A ordinary shares subject to possible redemption, $0.0001 par value; 16,000,000 shares at redemption value of $10.05 per share"

Trust Account financial

"a total of $184,920,000 of the net proceeds ... were placed in the Trust Account"

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

deferred underwriting fee financial

"Deferred underwriting fee ... 5,600,000 ... 840,000 ... To record additional deferred underwriting fee"

accretion financial

"To record accretion of Class A ordinary shares subject to possible redemption to an amount of $10.05 per share"

Accretion is the gradual increase in the value of an asset or in a company’s per-share metrics that happens over time or after a transaction, such as when discounts are amortized or a deal boosts earnings per share. Investors watch accretion because it signals that their ownership or expected returns are growing rather than shrinking — like a savings account slowly earning interest or a recipe that yields a few extra servings — which can affect share price and investment decisions.

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Understanding 8-K Material Events →

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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): May 27, 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 8.01 Other Events.

As previously reported, on May 22, 2026, Oceanhawk Acquisition Corp. (the “Company”) consummated an initial public offering (the “IPO”) of 16,000,000 units (the “Units”). The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $160,000,000.

On May 27, 2026, the underwriters fully exercised their over-allotment option to purchase 2,400,000 additional Units (the “OA Option”), at a price of $10.00 per Unit, generating additional gross proceeds to the Company of $24,000,000. Following the full exercise of the OA Option, an aggregate of 18,400,000 Units have been sold. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Share”), of the Company and one right to receive one-fourth of one Class A Ordinary Share (“Right”), with four Rights entitling the holder thereof to receive one whole Class A Ordinary Share upon the consummation of an initial business combination.

Simultaneously with the closing of the OA Option, the Company completed the private sale of an aggregate of 30,000 private placement units (the “OA Option Private Placement Units”) to The Benchmark Company, LLC at a purchase price of $10.00 per Private Placement Unit, generating gross proceeds to the Company of approximately $300,000. The Company had previously completed the private sale of an aggregate of 500,000 private placement units (the “IPO Private Placement Units” and together with the OA Option Private Placement Units, the “Private Placement Units”) simultaneously with the closing of the IPO. The Private Placement Units are identical to the Units sold in the IPO and OA Option, subject to certain limited exceptions, and will be subject to transfer restrictions until 30 days following the consummation of the Company’s initial business combination. The Private Placement Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering.

A total of $184,920,000, comprised of proceeds from the IPO, the OA Option, and the sale of the Private Placement Units, were placed into a segregated trust account located in the United States with Odyssey Transfer & Trust Company acting as trustee. An unaudited pro forma balance sheet as of May 27, 2026, reflecting receipt of the proceeds upon consummation of the IPO, the OA Option, and the sale of the Private Placement Units is included as Exhibit 99.1 to this Current Report on Form 8-K.

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		Unaudited Pro Forma Balance Sheet as of May 27, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1 

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: June 4, 2026	By:	/s/ Ernest Miller
	Name:	Ernest Miller
	Title:	Chief Executive Officer

2 

Exhibit 99.1

OCEANHAWK ACQUISITION CORP.

PRO FORMA UNAUDITED BALANCE SHEET

		May 22, 2026				Pro Forma Adjustments (Unaudited)(1)						As Adjusted (Unaudited)
Assets:
Current assets
Cash		$	100				513,276			(5)		$	513,376
Due from Sponsor			1,800,000				(1,800,000	)		(5)			—
Prepaid expenses			75,000										75,000
Total current assets			1,875,100				(1,286,724	)					588,376
Cash held in Trust Account			160,800,000				24,000,000			(1)			184,920,000
							300,000			(2)
							(360,000	)		(3)
							180,000			(5)
Total Assets		$	162,675,100				22,833,276					$	185,508,376
Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit
Current liabilities
Accrued offering costs		$	159,452				(59,452	)		(5)		$	100,000
Accrued expenses			167,477				(167,477	)		(5)			—
Advances from related party			364,826				(308,500	)		(5)			56,326
Over-allotment option liability			125,900				(125,900	)		(6)			—
Promissory note – related party			300,000				(300,000	)		(5)			—
Total current liabilities			1,117,655				(961,329	)					156,326
Deferred underwriting fee			5,600,000				840,000			(4)			6,440,000
Total Liabilities			6,717,655				(121,329	)					6,596,326
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				23,320,800			(1)			184,920,000
							(349,812	)		(3)
							(816,228	)		(4)
							125,900			(6)
							1,839,340			(7)
							24,120,000
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				3			(2)			53
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,133,333 shares issued and outstanding			613										613
Additional paid-in capital			—				679,200			(1)			—
							299,997			(2)
							(10,188	)		(3)
							(23,772	)		(4)
							(1,839,340	)		(7)
							894,103			(8)
Accumulated deficit			(4,843,218	)			(271,295	)		(5)			(6,008,616	)
							(894,103	)		(8)
Total Shareholders’ Deficit			(4,842,555	)			(1,165,395	)					(6,007,950	)
Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit		$	162,675,100				22,833,276					$	185,508,376

(1) See Notes to Pro forma Unaudited Balance Sheet.

OCEANHAWK ACQUISITION CORP.

NOTES TO PRO FORMA UNAUDITED BALANCE SHEET

(Unaudited)

NOTE 1 - CLOSING OF OVER-ALLOTMENT OPTION AND ADDITIONAL PRIVATE PLACEMENT

The accompanying unaudited Pro forma Balance Sheet presents the Balance Sheet of Oceanhawk Acquisition Corp. (the “Company”) as of May 22, 2026 adjusted for the closing of the underwriters’ overallotment option and related transactions, which occurred on May 27, 2026, as described below. 

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”).

The underwriters were granted a 45-day option following the closing of the Initial Public Offering (the “Over-Allotment Option”) to purchase up to 2,400,000 additional Units (the “Option Units”) to cover over-allotments, if any. On May 27, 2026, the underwriters elected to exercise their Over-Allotment Option in full to purchase an additional 2,400,000 Option Units at a purchase price of $10.00 per Unit, generating additional gross proceeds of $24,000,000. Simultaneously with the closing of the sale of the Option Units, Benchmark purchased an additional 30,000 Private Placement Units, generating additional gross proceeds of $300,000.

As of May 27, 2026, a total of $184,920,000 of the net proceeds from the Initial Public Offering (including the Option Units) and the sale of the Private Placement Units were placed in the Trust Account.

2

Pro forma adjustments to reflect the exercise of the underwriters’ Over-Allotment Option and sale of the additional Private Placement Units are as follows:

		Pro forma entry
1		Cash held in Trust Account			24,000,000
		Class A ordinary shares subject to possible redemption							23,320,800
		Additional paid-in capital							679,200
		To record the sale of additional 2,400,000 Option Units at $10.00 per Unit.
2		Cash held in Trust Account			300,000
		Class A ordinary shares							3
		Additional paid-in capital							299,997
		To record the sale of additional 30,000 Private Placement Units at $10.00 per Unit.
3		Class A ordinary shares subject to possible redemption			349,812
		Additional paid-in capital			10,188
		Cash held in Trust Account							360,000
		To record additional cash underwriting fees in relation to the exercise of Option Units.
4		Class A ordinary shares subject to possible redemption			816,228
		Additional paid-in capital			23,772
		Deferred underwriting fee							840,000
		To record additional deferred underwriting fee in relation to the exercise of the Option Units.
5		Cash			513,276
		Cash held in Trust Account			180,000
		Consulting fees			271,295
		Promissory note – related party			300,000
		Advances from related party			308,500
		Accrued offering costs			59,452
		Accrued expenses			167,477
		Due from Sponsor							1,800,000
		To record additional funding into the Trust Account, the wiring of the net proceeds for working capital purposes by the Sponsor into the Company, and to record the associated closing transactions
6		Over-allotment option liability			125,900
		Class A ordinary shares subject to possible redemption							125,900
		To close the over-allotment option liability due to the exercise of the Over-Allotment Option
7		Additional paid-in capital			1,839,340
		Class A ordinary shares subject to possible redemption							1,839,340
		To record accretion of Class A ordinary shares subject to possible redemption to an amount of $10.05 per share
8		Accumulated deficit			894,103
		Additional paid-in capital							894,103
		Reclassification of negative Additional Paid in Capital to Accumulated Deficit

3

FAQ

What did Oceanhawk Acquisition Corp. (OHACU) announce about its over-allotment option?

Oceanhawk Acquisition Corp. disclosed that underwriters fully exercised their over-allotment option, purchasing 2,400,000 additional units at $10.00 each. This transaction generated gross proceeds of $24,000,000, expanding the size of the offering and increasing funds available in the company’s trust account.

How much capital has Oceanhawk Acquisition Corp. (OHACU) raised in total units?

Oceanhawk has sold an aggregate 18,400,000 units, including 16,000,000 from its initial public offering and 2,400,000 from the over-allotment. Each unit was priced at $10.00, providing total gross proceeds of $184,000,000 before considering related private placements and transaction costs.

What is the size of Oceanhawk Acquisition Corp.’s (OHACU) trust account after the IPO and over-allotment?

As of May 27, 2026, Oceanhawk holds $184,920,000 in its U.S. trust account. This amount includes net proceeds from the initial public offering, the fully exercised over-allotment option, and the sale of private placement units, as detailed in the unaudited pro forma balance sheet.

What are the terms of Oceanhawk Acquisition Corp. (OHACU) units and rights?

Each unit includes one Class A ordinary share and one right. Every four rights entitle the holder to receive one additional Class A ordinary share upon completion of an initial business combination, creating potential future share issuance linked to successfully closing such a transaction.

How many private placement units did Oceanhawk Acquisition Corp. (OHACU) issue and to whom?

Oceanhawk issued 500,000 private placement units at IPO closing and an additional 30,000 upon over-allotment closing. The sponsor bought 300,000 units, while The Benchmark Company, LLC purchased 230,000 units in total, all at $10.00 per unit, providing $5,300,000 in gross proceeds.

What is the redemption value per Oceanhawk Acquisition Corp. Class A share?

Class A ordinary shares subject to possible redemption are recorded at a redemption value of $10.05 per share. The pro forma balance sheet reflects accretion to this amount, with related entries adjusting additional paid-in capital and liabilities associated with the public Class A shares.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 UNAUDITED PRO FORMA BALANCE SHEET AS OF MAY 27, 2026 71.0 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.9 KB
• EX-101 XBRL DEFINITION FILE 26.4 KB
• EX-101 XBRL LABEL FILE 36.4 KB
• EX-101 XBRL PRESENTATION FILE 25.1 KB