Oceanhawk Acquisition

The disclosed 5,750,000 and 300,000 indirect positions establish voting leverage and economic alignment for a named director during the pre-business-combination window. Tracking these baseline holdings helps investors calibrate redemption thresholds, anticipate governance dynamics at any future special meeting, and assess whether sponsor concentration supports active deal sourcing or passive holding behavior.

The dual trust accounting entries ($160,800,000 in the balance sheet versus $184,920,000 in Item 8.01) establish a documented baseline redemption floor of $10.05 per public share, providing a transparent minimum for exit calculations, though investors should monitor subsequent reconciliations. The 15-month strict deadline with a contractual 3-month extension trigger maps directly to the provided 2027-11-21 calendar, confirming the timeline architecture remains unchanged. Sponsor alignment is economically structured through founder shares and private units, paired with explicit trust indemnification obligations that shield public shareholders from creditor erosion during the pre-search phase. However, the auditor’s going concern qualification and Management’s explicit admission of zero operating liquidity and no active target discussions confirm the enterprise remains entirely unproven, making the filing’s material value contingent on future deal execution rather than current fundamentals.

This filing documents the IPO closing, establishing the trust account value and the deadline for a business combination. The trust per-share value is approximately $10.05, and the deadline is 15 months from May 22, 2026 (or 18 months if a deal is signed by August 22, 2027). It also locks up sponsor and insider shares for 180 days post-business combination and prohibits them from redeeming their shares. This establishes the baseline terms for tracking the SPAC's search and any future deal.

The mechanics create asymmetric risk and incentive structures that directly impact shareholder economics and acquisition urgency. The prospectus explicitly carves out excise tax exposure under the Inflation Reduction Act of 2022 from permitted trust withdrawals, meaning public shareholders retain direct liability for potential IRS redemption penalties rather than shifting them to corporate funds.

This S-1 provides all material terms for investors evaluating the OHAC SPAC IPO, including trust size, redemption mechanics, 24-month timeline, sponsor economics (founder shares at nominal price creating potential dilution), conflicts of interest, and risk factors. It is the primary disclosure document for the offering and sets the stage for future deal announcements.

This filing codifies the structural and temporal boundaries governing public capital deployment. The hard 24-month redemption trigger and the supermajority vote requirement for any extension fundamentally dictate the liquidity horizon and control dynamics for investors, ensuring automatic fund return if the threshold is missed.

What changed: SEC Form 4 insider ownership report for Oceanhawk Acquisition Corp., identifying Director Jonathan Nickell as the reporting person. Per the Form 4, Director Jonathan Nickell acquired 50,000 shares at $0.004 on 2026-08-17, leaving him owning 50,000 shares total. The filing contains no amendments, notices, or statements concerning redemption deadlines, trust value per share, extension triggers, target business development, or sponsor governance adjustments. Why it matters: The submission records a 50,000-share director purchase at $0.004, which the form classifies as an "other" acquisition executed outside the trust account. Because the Form 4 neither files a charter amendment nor announces a definitive agreement, it leaves the tracked 2027-11-21 liquidation deadline, the $10.08 trust/share balance, and all statutory redemption procedures mechanically untouched. The only substantive shift is a 50,000-share increase in director-held public equity at $0.004; without concurrent filings from management or the sponsor team, the transaction does not alter cancellation math, pro forma share counts, or shareholder payout calculations.

What changed: Form 4 insider ownership report. On 2026-08-17, director, CFO & President Ryan Jon acquired 75,000 shares at $0.004, resulting in a post-transaction holding of exactly 75,000 shares. Why it matters: The filing records a sub-penny accumulation by a named executive officer during the SPAC’s SEARCHING phase, signaling ongoing sponsor alignment without triggering changes to trust accounting, redemption windows, extension resolutions, or business combination timelines. The submission contains no disclosures regarding deal targets, revenue metrics, market positioning, technology development, partnership negotiations, or litigation exposure. Executive titles and corporate strategy remain static in this routine regulatory exhibit.

What changed: Schedule 13G, a beneficial ownership report identifying Polar Asset Management Partners Inc. as the reporting holder. The filing text contains no figures, transaction dates, share quantities, or monetary values. It states nothing regarding Oceanhawk Acquisition’s trust value, redemption mechanics, extension procedures, deadline status, deal progress, or sponsor conduct. Why it matters: According to its own regulatory classification, this Schedule 13G asserts that Polar Asset Management Partners Inc. holds or exercises voting or investment power over more than five percent of the company’s outstanding equity. The filing’s sole assertion concerns institutional shareholding thresholds; it makes no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a periodic ownership disclosure, it establishes baseline public float data required for future proxy distributions, informs potential quiet-period positioning ahead of a business combination, and provides investors with tracking visibility into large-holder behavior during the searching phase before the expiration of the combination window.

What changed: A Schedule 13G beneficial ownership report identifying Highbridge Capital Management, LLC as the reporting holder. The provided filing text contains no updates, amendments, or disclosures regarding Oceanhawk Acquisition’s redemption deadline, per-share trust balance, extension votes, business combination execution, or sponsor conduct. Why it matters: As a standard institutional holding disclosure, this document tracks equity concentration rather than SPAC transaction parameters. Because the excerpt omits ownership percentages, acquisition purpose, target pipelines, revenue projections, customer counts, strategic initiatives, technological capabilities, partnership arrangements, litigation posture, and executive appointments, no substantive claims can be attributed to any party. Without those operational or financial metrics, investors monitoring deadline proximity, trust preservation mechanics, deal progress, or sponsor accountability receive no actionable signal from this text.

What changed: Quarterly Report (Form 10-Q) for the period ended June 30, 2026. This first 10-Q reports the completion of the IPO and over-allotment in May 2026, with $185.6 million in trust (18.4M shares at $10.08 per share). No business combination target has been identified or discussions initiated. The company has a working capital deficit of $210,981 and a going concern disclosure. Management reported a material weakness in internal controls over financial reporting due to inadequate segregation of duties and insufficient written policies. Why it matters: Investors now have a baseline trust value of $10.08 per share, with the deadline for a business combination set at 15 months from the IPO (August 2027), extendable to 18 months. No deal progress indicates the SPAC is in early search phase. The going concern warning and negative working capital signal potential liquidity risk before a deal closes. The internal control weakness may affect filing timeliness and investor confidence. Sponsor conduct appears standard with no adverse actions.

What changed: A Joint Filing Agreement (Exhibit A) attached to a Schedule 13G/A amendment, executed by Harraden Circle Investments, LLC and Frederick V. Fortmiller, Jr., designating a shared reporting structure for consolidated beneficial ownership disclosures for Oceanhawk Acquisition Corp. under SEC Rule 13d-1(k). The filing introduces no adjustments to redemption windows, trust-account distributions, extension provisions, target-acquisition milestones, or sponsor conduct. It solely formalizes a cooperative disclosure arrangement between two existing securityholders, with no reported modifications to aggregate ownership percentages, voting intent, purchase or sale transactions, or control agreements. Why it matters: For investors monitoring OHAC’s search phase, this administrative exhibit confirms routine regulatory housekeeping by longstanding holders rather than a signal of imminent business combination, capital raise, or leadership transition. It exerts no influence on the statutory redemption timeline or trust preservation mechanism, and material developments regarding the company’s investment mandate or shareholder liquidity would require subsequent management presentations, amended 13Ds, or proxy solicitations.

What changed: This document IS a routine compliance exhibit: a Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G beneficial ownership report filed under Rule 13d-1(k) of the Securities Exchange Act of 1934. The undersigned parties—Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman—consent to file on behalf of each other a Statement on Schedule 13G with respect to shares of Oceanhawk Acquisition Corp. The filing explicitly states the underlying ownership statement is dated June 30, 2026, and is executed by Hayley Stein on August 13, 2026, acting as Attorney-in-fact for David J. Snyderman, Administrative Manager of Supernova Management LLC, and its member entities. THIS REPORTS NOTHING regarding redemption deadlines, trust value, extensions, deal progress, or sponsor conduct. The text contains no amendments to prior disclosures, no board resolutions, no shareholder meeting notices, no trust account adjustments, and no announcements regarding a target company or de-SPAC transaction. The only update is administrative: the consolidation of four affiliated entities’ periodic ownership declarations into a single regulatory submission using a standing joint filing arrangement. Why it matters: AS FOR WHAT ELSE OF SUBSTANCE THE DOCUMENT CONTAINS, IT MAKES NO CLAIMS ABOUT CUSTOMERS, REVENUE, MARKET SIZE, STRATEGY, TECHNOLOGY, PARTNERSHIPS, LITIGATION, OR PERSONNEL. Its substantive value lies solely in establishing a verified baseline of institutional concentration as of June 30, 2026. By formally linking Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman to a single filing line item, the document creates clear accountability for future 13D/G amendments that could signal position builds, activist intent, or readiness to vote on a business combination. The absence of operational or strategic disclosures confirms that Oceanhawk remains in its SEARCHING phase, with all material timeline or valuation developments expected to surface through separate tender offers, proxy statements, or issuer press releases rather than routine securities ownership reporting.

What changed: A Joint Filing Agreement pursuant to Rule 13d-1(k) attached to a Schedule 13G, executed by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross to establish shared procedural responsibility for beneficial ownership disclosures. The filing introduces no adjustments to OHAC’s redemption timeline, trust account composition, extension provisions, target acquisition status, or sponsor conduct. It solely formalizes that all future amendments to this specific Schedule 13G will be submitted collectively, with each signatory independently accountable for the accuracy and completeness of their own reported data. Why it matters: This confirms the current reporting bloc maintaining threshold equity interests, but carries zero operational impact on OHAC’s SEARCHING mandate, the stated $10.08 per-share trust value, or the November 21, 2027 deadline. The agreement contains no assertions regarding customer concentrations, revenue trajectories, market sizing, strategic pivots, technology developments, partnership formations, pending litigation, or executive personnel changes.

What changed: A Schedule 13G filing containing two Power of Attorney exhibits executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC to authorize designated employees for SEC beneficial ownership reporting. According to exhibits signed by Scott Kilpatrick on July 8, 2026, and Carey Ziegler on July 2, 2026, the firms updated their internal authorization rosters to name specific attorneys-in-fact, set expiry dates of July 8, 2027 and July 2, 2027, invoked New York law, and explicitly replaced prior authorizations dated July 16, 2025. Regarding SPAC mechanics, the filing contains zero adjustments to Oceanhawk Acquisition’s redemption timeline, trust valuations, extension voting, acquisition targeting, or sponsor oversight. Why it matters: This is a standard regulatory housekeeping document. The Goldman Sachs entities confirm they maintain uninterrupted capacity to file Rule 13f-1 and Regulation 13D-G disclosures, which prevents compliance lapses but offers no forward-looking indicators for investors tracking cash outflows, trust account health, merger deadline pressures, target validation, or executive accountability.

What changed: Form 8-K current report disclosing the consummation of an initial public offering and the full exercise of an over-allotment option, accompanied by an unaudited pro forma balance sheet. Oceanhawk Acquisition Corp. states that its IPO closed on May 22, 2026, issuing 16,000,000 units at $10.00 per unit for $160,000,000 in gross proceeds. The company further reports that underwriters fully exercised their over-allotment option on May 27, 2026, purchasing 2,400,000 additional units at $10.00 per unit for $24,000,000, resulting in an aggregate of 18,400,000 units sold. According to the filing, each unit comprises one Class A ordinary share and one right to receive one-fourth of one Class A ordinary share upon completing a business combination. The company notes that 500,000 private placement units were sold simultaneously with the IPO for $5,000,000, split between 300,000 units purchased by the Sponsor and 200,000 units purchased by The Benchmark Company, LLC. Concurrently with the over-allotment, Oceanhawk sold 30,000 private placement units to The Benchmark Company, LLC at $10.00 per unit for approximately $300,000. The registrant declares that $184,920,000 in combined proceeds were deposited into a segregated trust account managed by Odyssey Transfer & Trust Company. The unaudited pro forma balance sheet published in Exhibit 99.1 records Class A ordinary shares subject to possible redemption at a redemption value of $10.05 per share. The document also lists a deferred underwriting fee liability of $6,440,000 and shows operating cash of $513,376 alongside $1,800,000 previously due from the Sponsor, which was subsequently wired to the company for working capital. The report is signed by Ernest Miller, Chief Executive Officer. No amendment requests, extension filings, or merger candidates are disclosed. Why it matters: This filing establishes the finalized post-over-allotment trust ceiling ($184,920,000) and per-share redemption price ($10.05) that define the maximum capital available for an acquisition and the baseline floor for shareholder payouts. It confirms private placement participant alignment (the Sponsor and The Benchmark Company, LLC), their committed unit volumes, and the 30-day transfer restriction attached to those private units until a business combination closes. Because Oceanhawk Acquisition Corp. provides zero commentary on target screening, acquisition diligence, or modifications to its operational timeline terminating November 21, 2027, the document does not shift the redemption deadline or trigger extension mechanics, leaving the SPAC strictly in its pre-deal search phase while cementing the trust economics that will govern eventual redemption voting.