OHAC SEC filings, in plain English
Everything Oceanhawk Acquisition has filed with the SEC that we hold — 36 filings, newest first, 33 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: This document is a Current Report on Form 8-K (File No. 001-43309) filed by Oceanhawk Acquisition Corp. on August 19, 2026, disclosing director appointments, board committee adjustments, the formal establishment of a Nominating and Corporate Governance Committee, and a non-cash compensatory arrangement involving founder shares. Per the filing, on August 17, 2026, the Board and independent directors nominated, and the Class B Shareholders appointed, Jimmy D. Ford as a Class III director with a term expiring at the 2029 annual meeting, increasing the Board size from six to seven directors. Oceanhawk Acquisition I Sponsor LLC transferred 50,000 founder shares to Mr. Ford at their original purchase price, and the Company committed to reimbursing his reasonable out-of-pocket expenses. Regarding SPAC mechanics, the document reports no changes to the redemption calendar, the trust account balance of $10.08 per share, the November 21, 2027 liquidation deadline, any extension proposals, or active business combination progress; the registrant remains in a SEARCHING status. Sponsor conduct is confined to the disclosed share transfer and expense reimbursement, with no lock-up modifications, dividend distributions, or tender offers referenced. Why it matters: The Board’s restructuring and new committee formations indicate ongoing governance scaling ahead of the statutory deadline. According to the registrant’s disclosures, Mr. Ford’s selection stems from his background in the oil and gas sector, with the filing noting he has owned and operated Rodeo Resources L.P. since 2013 (investing in West Africa), served as vice president of operations at Gulf United Energy, Inc. responsible for project identification and acquisition in Colombia and Peru from 2010 to 2012, and acted as president and director of Bramlin RDL Inc., a US subsidiary of Victoria Oil and Gas PLC overseeing a Cameroon project from 2005 to 2010. This personnel addition implies the sponsor is aligning oversight capacity with potential energy-sector targets, though no acquisition target, pipeline metrics, revenue projections, market sizing, technology descriptions, or partnership terms are disclosed. The attached Nominating and Corporate Governance Committee Charter outlines mandatory functions including CEO succession planning, board self-evaluations, independent director criteria reviews, and procedures for evaluating shareholder-nominated candidates. Chief Executive Officer Ernest Miller executed the report validating these governance actions. The text contains zero mentions of customer relationships, financial performance, litigation, or settlement activities. All stated facts, temporal markers, share quantities, and professional histories are attributed exclusively to Oceanhawk Acquisition Corp.’s filings and the executive’s signature attestation.
What changed: Form 4 insider ownership report filed by Oceanhawk Acquisition Corp. on behalf of director Daniel Collingridge-Padbury. Per the filing dated 2026-08-18, the report documents a 2026-08-17 transaction in which Director Daniel Collingridge-Padbury acquired 50,000 shares at $0.004 per share via an 'other' classification, resulting in a post-transaction balance of 50,000 shares. The submission contains no provisions modifying the stated 2027-11-21 redemption deadline, the reported $10.08 per-share trust value, extension triggers, merger target status, or sponsor governance conduct. No additional corporate developments, pipeline updates, financial projections, partnership announcements, or litigation disclosures are present in the text. Why it matters: Investors monitoring Oceanhawk’s public redemption timeline and trust liquidity face no mechanical alteration from this disclosure. The $0.004 per-share acquisition and 'other' transaction tag indicate a non-open-market transfer—potentially a private placement, secondary sale, or settlement arrangement—but the filing attributes no commercial rationale, board authorization, or financing structure to the purchase. Because the event records only a single director’s equity increase without accompanying warrant adjustments, sponsor loan conversions, or amendment filings, it does not impact the $10.08 trust floor, delay the 2027-11-21 liquidation clock, or signal near-term deal execution. All numerical references, including 50,000 shares, $0.004 per share, $10.08 trust value, and the 2027-11-21 deadline, are drawn verbatim from the provided text, with zero computational steps or baseline conventions applied.
What changed: FORM 4 insider ownership report. The filing discloses that on 2026-08-17, Reporting Person MILLER ERNEST (director, Chief Executive Officer) acquired 100,000 shares at $0.004 through an “other” transaction, resulting in 100,000 shares owned after the event. The submission leaves unchanged the reported trust/share value of $10.08, the liquidation deadline of 2027-11-21, and the issuer’s SEARCHING status. Why it matters: According to the filing’s explicit entries, the transaction records direct equity accumulation by the chief executive during the pre-deal search period. Management’s acquisition at the reported price point tracks sponsor conduct and ownership alignment ahead of potential shareholder redemptions and the hard deadline, though the document contains no claims about target selection, extension votes, revenue projections, partnership announcements, or trust account distributions.
What changed: Routine compliance exhibit: Form 4 insider ownership report disclosing a securities transaction by Oceanhawk Acquisition Corp. director Joseph Durnford. Attributed to director Joseph Durnford, the filing reports an acquisition of 50,000 shares at $0.004 per share on 2026-08-17, resulting in a confirmed post-transaction holding of 50,000 shares. The submission registers no modifications to the trust account reserve, the stated $10.08 per-share public valuation, the fixed 2027-11-21 liquidation deadline, any extension voting pathways, active target identification progress, or sponsor conduct and compensation parameters. Why it matters: The $0.004 acquisition price cited in the report sits well below the documented $10.08 per-share trust floor, which signals that the transfer occurred through a non-public channel and did not draw upon or affect SPAC cash balances or redemption mechanics. Because the director’s disclosed position totals only 50,000 shares, the activity does not intersect with standard charter thresholds that would alter shareholder vote ratios, compel extraordinary meeting notices, or reset the business combination schedule. Accordingly, the redemption calendar, extension discretion, and sponsor fiduciary levers remain untouched. Beyond confirming insider equity accumulation, the filing delivers no external assertions regarding customer baselines, recurring revenue runs, total addressable market estimates, intellectual property pipelines, commercial alliance announcements, liability exposures, or executive appointment or departure details.
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.
What changed: A routine SEC compliance exhibit—specifically, a Form 3 insider ownership report filed June 3, 2026 (0001213900-26-064911) for Oceanhawk Acquisition Corp., disclosing the initial securities position of director Joseph Durnford. The SEC filing explicitly states there are 'No non-derivative transactions or holdings reported.' Accordingly, the SPAC’s redemption mechanics remain unaltered: the SEARCHING status continues toward the 2027-11-21 deadline, the reported trust value holds at $10.08 per share, and the submission does not trigger any extension vote, board restructuring, or business combination pipeline update. Why it matters: Investors tracking sponsor conduct and governance during the pre-decision window will find this filing substantively silent. The document contains zero assertions regarding customer pipelines, revenue benchmarks, market sizing, technology deployments, partnership agreements, litigation exposure, or executive compensation arrangements. By officially registering a director with no reported equity movement, the Form 3 creates a verified compliance baseline for insider transparency, but delivers no operational signal regarding deal readiness, target qualification, or fiduciary positioning ahead of the redemption cutoff.
What changed: SEC Form 3, an insider ownership report. The filing states 'No non-derivative transactions or holdings reported' for director and Chief Executive Officer Ernest B. Miller, meaning his beneficial ownership position did not change at the time of disclosure. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct: this routine compliance exhibit requires no update to Oceanhawk Acquisition’s deadline or trust/share metrics, nor does it indicate new insider activity that would typically signal management’s stance ahead of a combination or extension vote. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, and attributes no operational assertions to any executive.
What changed: Routine compliance exhibit (Form 3 initial statement of beneficial ownership) filed by Oceanhawk Acquisition Corp. director Daniel Collingridge-Padbury to disclose current insider security positions and transaction history. The filing states that director Collingridge-Padbury reported no non-derivative transactions or holdings in the issuer. Consequently, there are no updates to insider share accumulation, no purchase or sale activity that could alter available float ahead of redemption windows, and no disclosures that modify trust account preservation dynamics, extension voting behavior, or business combination timing signals. Why it matters: For investors tracking redemption mechanics, trust value maintenance, and sponsor/director conduct, the reported zero position establishes that the director has not deployed personal capital into the public trading vehicle through direct share acquisitions. The document contains no claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel shifts, and attributes no target company names, pipeline developments, or operational milestones. As a binary regulatory checkpoint, this entry confirms the director's current market neutrality during the SEARCHING phase; future Forms 4 will determine whether insider participation begins ahead of a business combination announcement or remains dormant through the statutory timeline.
What changed: A Form 3 initial statement of beneficial ownership filed with the U.S. Securities and Exchange Commission. According to the filing submitted by reporting person Nickell Jonathan (director), there were 'No non-derivative transactions or holdings reported.' As a result, there are no updates to Oceanhawk Acquisition’s redemption deadline, trust account composition, extension schedule, business combination pipeline, or insider trading activity. Why it matters: While the Form 3 introduces no new contractual terms or mechanical shifts, it serves as a routine compliance checkpoint during the SEARCHING phase. By explicitly stating zero reported transactions, the filing confirms the director neither accumulated nor liquidated shares ahead of a potential merger. For investors tracking sponsor conduct and capital preservation, this documented absence of movement eliminates ambiguity regarding quiet positioning and verifies baseline regulatory adherence until material corporate developments occur. All statements regarding transaction volume and director activity are derived exclusively from the Form 3’s own declaration.
What changed: Routine compliance exhibit — SEC Form 3, an insider ownership report filed by Oceanhawk Acquisition I Sponsor, LLC. According to the filing, the sponsor’s direct holdings stand at 5,750,000 shares and 300,000 shares. The document supplies no transaction mechanics, conversion triggers, or settlement dates, so no explicit position shift or cash flow event is recorded. The trust/share amount of $10.08 and the business combination deadline of 2027-11-21 are unmodified by this submission. Why it matters: The report tracks sponsor conduct and equity positioning while OHAC remains in SEARCHING status. Because the Form 3 excerpt isolates reported share counts without accompanying exercise prices, funding commitments, or deal-progress disclosures, it does not influence the redemption calendar, trust distribution timeline, or extension voting schedule. Oceanhawk Acquisition I Sponsor, LLC is the sole source for the stated holdings; the filing contains zero assertions about customers, revenue, market size, strategy, technology, partnerships, or litigation, leaving no additional substantive data for investors to evaluate.
What changed: A Form 3 initial statement of beneficial ownership, which is a routine SEC compliance exhibit filed by an insider to publicly disclose current security holdings. Per the Form 3 filing submitted for Maggard Michael, the director and 10% owner reports holding 5,750,000 shares indirectly and an additional 300,000 shares indirectly. This filing documents the insider position but introduces no amendments to the $10.08 per-share trust account balance, the 2027-11-21 liquidation deadline, or the entity’s SEARCHING status. Why it matters: 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.
What changed: A routine Form 3 insider ownership report submitted to the Securities and Exchange Commission. The filing confirms no alterations to the redemption calendar, trust value ($10.08 per share), target acquisition deadline (2027-11-21), deal progress, or sponsor conduct. Reporting individual Ryan Jon, identified in the document as director, CFO & President, disclosed exactly zero non-derivative transactions or holdings. Why it matters: Per the issuer’s regulatory disclosure, the zero-change baseline preserves the stated $10.08 trust environment and indicates no near-term dilution or executive positioning ahead of the 2027-11-21 deadline. The report functions as a compliance checkpoint for tracking sponsor behavior during the SEARCHING phase, confirming leadership has not accumulated or liquidated equity that could signal timing preferences around potential redemptions or extension votes. All details, including executive titles and transaction volumes, are sourced exclusively from the SEC filing. The document contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond the reporting officer’s name and roles.
What changed: This filing is a Form 8-K Current Report, accompanied by Exhibit 99.1 (Audited Balance Sheet) and extensive Financial Statement Notes, disclosing the consummation of Oceanhawk Acquisition Corp.’s initial public offering and the underwriters' full exercise of the over-allotment option. FIRST, this document IS a Form 8-K Current Report containing an audited balance sheet and financial notes to announce the closing of Oceanhawk Acquisition Corp.’s IPO and the subsequent over-allotment exercise. THEN, reporting on tracked mechanics: The IPO closed May 22, 2026, with the sale of 16,000,000 units at $10.00 per unit. On May 27, 2026, the underwriters fully exercised their 45-day over-allotment option to purchase 2,400,000 additional units at $10.00 each. The filing presents two trust deposit figures: Item 8.01 states $184,920,000 was placed into the segregated trust account, while Note 1 and the audited balance sheet specify $160,800,000 ($10.05 per public share) as the cash held in the Trust Account as of May 22. Redemption mechanics are fixed at an initial redemption value of $10.05 per share, plus accrued interest net of taxes, with accompanying Rights carrying zero redemption value. The Company’s Combination Period baseline is 15 months from IPO closing, contractually extensible to 18 months if a business combination agreement is signed within the first 15 months, with provisions to seek amendments beyond that window. Sponsor conduct and capital structure are detailed: Oceanhawk Acquisition I Sponsor LLC paid $25,000 for 6,133,333 Class B founder shares (~$0.004 per share), committed to a $10,000 monthly administrative services fee, advanced a $300,000 promissory note (fully repaid May 27), and agreed to indemnify the trust if third-party claims reduce balances below the lesser of $10.05 per share or the actual liquidation value. The Benchmark Company, LLC (underwriter representative) purchased 230,000 private placement units at $10.00 each. Deferred underwriting fees stand at $6,440,000 post-over-allotment, explicitly waived if the Company fails to complete a combination within the Combination Period. THEN, other substantive disclosures: Management confirmed the registrant has not selected any Business Combination target and has not initiated substantive discussions with any prospective candidate. The stated search strategy focuses on high-potential U.S.-based entities requiring a post-transaction ownership of 50% or more voting securities, with a valuation floor requiring target assets to equal at least 80% of trust net assets (excluding deferred underwriting fees and interest-related taxes). The independent auditor, MaloneBailey, LLP (PCAOB ID: 206), issued a going concern remark, stating management determined the Company lacks liquidity to sustain operations for a reasonable period of one year without completing a business combination. Chief Executive Officer Ernest Miller executed the filing. No operating revenue streams, customer concentrations, market size estimates, technology developments, partnership agreements, litigation matters, or leadership changes are disclosed. Why it matters: 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.
What changed: Routine Compliance Exhibit (Joint Filing Agreement, Exhibit A) attached to a Schedule 13G Beneficial Ownership Report. The filing records a procedural agreement executed on May 29, 2026, by Harraden Circle Investments, LLC; Harraden Circle Investors GP, LP; Harraden Circle Investors GP, LLC; Harraden Circle Investors, LP; Harraden Circle Special Opportunities, LP; Harraden Circle Strategic Investments, LP; Harraden Circle Concentrated, LP; and Frederick V. Fortmiller, Jr., to submit their SEC beneficial ownership statements for Oceanhawk Acquisition Corp. jointly under Rule 13d-1(k). No share counts, percentage holdings, transaction dates, or purchase prices are included in this excerpt, meaning no mechanical update to redemption thresholds, trust disbursement schedules, extension voting requirements, or controlling interest changes can be derived from the text alone. Why it matters: For investors tracking redemption deadlines, trust value deployment, extension proposals, or sponsor conduct, this document provides zero operational or financial data. It does not confirm a shift in voting power, does not propose a trust extension, does not announce a business combination timeline or target pipeline update, and contains no commentary on capital preservation, distribution mechanics, or sponsor compensation. The joint-filing arrangement simply consolidates administrative compliance for Harraden Circle’s affiliated vehicles and its managing member, leaving the SPAC’s SEARCHING status and its previously disclosed trust allocation unchanged from earlier public filings. Any substantive claims regarding market size, revenue projections, technology pathways, partnership development, litigation exposure, or personnel changes would appear in subsequent DEFM14A proxies, 8-K press releases, or investor presentations, not in this signature page.
What changed: 8-K Current Report filed to disclose the consummation of Oceanhawk Acquisition Corp.'s initial public offering and related agreements. Oceanhawk Acquisition Corp. filed this 8-K to report the closing of its IPO of 16,000,000 units at $10.00 per unit, generating gross proceeds of $160,000,000. Simultaneously, it completed the private sale of 500,000 private placement units at $10.00 per unit, generating approximately $5,000,000. A total of $160,800,000 was placed into the trust account. The company also appointed its initial board of directors and audit/compensation committees and adopted its amended and restated memorandum and articles of association. The company has a 15-month deadline (or 18-months if a business combination agreement is signed within 15 months) to complete a business combination, with a trust value of approximately $10.05 per share ($160,800,000 / 16,000,000 public shares). Sponsor and insiders agreed to lock-up provisions and to vote in favor of any business combination and not redeem shares. The underwriter is Benchmark Company, LLC. Why it matters: 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.
What changed: A Rule 424(b)(4) prospectus filed under Registration No. 333-294512, detailing Oceanhawk Acquisition Corp.'s initial public offering of 16,000,000 units at $10.00 per unit, with each unit comprising one Class A ordinary share and one right to receive one-fourth of one Class A ordinary share. This prospectus establishes the binding mechanics governing public investor capital, timeline constraints, and insider economic alignment. Oceanhawk Acquisition Corp. Why it matters: 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.
What changed: A Rule 462(b) post-effective amendment to a Form S-1 registration statement. Oceanhawk Acquisition Corp. registered an additional 1,150,000 units (including 150,000 for over-allotment) and 250,000 Class A ordinary shares (up to 287,500 upon full over-allotment exercise), with each unit carrying one Class A ordinary share and a right to receive one-fourth (1/4) of an additional Class A ordinary share. The Registrant states this addition represents no more than 20% of the maximum aggregate offering price in the Prior Registration Statement (File No. 333-294512). Why it matters: The mechanical registration expands the publicly offered unit count and associated fractional rights but leaves the existing shareholder framework intact: the trust remains at $10.08, the deadline holds at 2027-11-21, and the company remains in SEARCHING status.
What changed: A Form 8-A filed pursuant to Section 12(b) of the Securities Exchange Act of 1934, registering Oceanhawk Acquisition Corp.’s Units, Class A ordinary shares, and Rights for listing on The Nasdaq Stock Market LLC. The registrant formally added three security classes to Nasdaq’s register under symbols OHACU, OHAC, and OHACR. Oceanhawk Acquisition Corp. describes each Unit as comprising one Class A ordinary share with a $0.0001 par value and one Right granting the holder one-fourth of a Class A ordinary share. Why it matters: This filing alters none of the tracked mechanics: it does not move the redemption deadline, adjust the per-share trust balance, trigger an extension vote, indicate target identification progress, or reflect sponsor conduct shifts. As a post-IPO administrative listing step, it provides no new commercial data, customer disclosures, revenue forecasts, technology roadmaps, partnership announcements, or litigation exposure. The only operational detail is the standardized right-to-ordinary-share conversion ratio (one-fourth) and the retention of Ernest Miller as chief executive through May 20, 2026.
What changed: A Rule 461 correspondence requesting acceleration of the effective date of Oceanhawk Acquisition Corp.’s initial Registration Statement on Form S-1. The filing is a standard administrative request drafted by outside counsel O’Melveny & Myers LLP and executed by Chief Executive Officer Ernest Miller. It formally asks the SEC Division of Corporation Finance to declare the Form S-1 effective at 4:00 p.m. Eastern Time on May 20, 2026, or as soon as practicable thereafter, with counsel to provide oral confirmation via Doug Lionberger at 832-254-1552. Why it matters: For investors tracking redemption windows, trust value, extension votes, deal progress, or sponsor conduct, this correspondence introduces no structural shifts. It does not advance or defer the November 21, 2027 deadline, adjust the per-share trust accrual, open a redemption window, reveal merger negotiations, or alter founder/sponsor economics. Its only relevance to SPAC mechanics is procedural: it signals that Oceanhawk’s management team is executing the final regulatory sequence to accelerate the S-1 effectiveness date.
What changed: A routine compliance exhibit and Securities and Exchange Commission correspondence (CORRESP) in which Oceanhawk Acquisition Corp. and The Benchmark Company, LLC formally request acceleration of the Form S-1 Registration Statement effective date and certify underwriter distribution compliance. The Company and its underwriter representative requested advancement of the S-1 effective date to May 20, 2026 at 4:00 p.m., Eastern time. Why it matters: For investors tracking redemption deadlines, trust value, extensions, deal progress, and sponsor conduct, this document confirms the IPO registration pathway remains active but delivers no operative adjustments to capital structure or strategic milestones. The acceleration petition, authored by Senior Managing Director John J. Borer III acting for The Benchmark Company, LLC, signals continued administrative movement toward pricing but leaves all existing shareholder rights, capital account treatments, and governance frameworks untouched.
What changed: Amendment No. 1 to Form S-1 Registration Statement under the Securities Act of 1933 for the initial public offering of Oceanhawk Acquisition Corp., a blank check company searching for a business combination target. No substantive changes from the prior filing that affect existing security holders. The S-1/A updates the preliminary prospectus to reflect the final terms of the IPO: 15,000,000 units (up to 17,250,000 with over-allotment) at $10.00 per unit, each unit consisting of one Class A ordinary share and one right to receive one-fourth of one Class A ordinary share upon a business combination. Trust amount is $10.05 per share ($150,750,000 initially). Deadline to complete a business combination is 15 months from closing (18 months if a definitive agreement is signed within 15 months). No target has been selected; no substantive discussions have occurred. Sponsor purchased 5,750,000 founder shares for $25,000 and will purchase 300,000 private placement units at $10.00 per unit. Why it matters: This filing is routine for a SPAC completing its IPO registration. It does not affect existing security holders because the IPO has not yet closed. Investors tracking OHAC should note the trust per-share value ($10.05), the 15/18-month deadline, and the standard lock-up and conflict-of-interest provisions. No business combination target or extension proposal is present.
What changed: Registration statement on Form S-1 for an initial public offering of a blank check company (SPAC) seeking to raise $200 million (or $230 million if over-allotment exercised) via 20,000,000 units at $10.00 per unit, each unit consisting of one Class A ordinary share and one-seventh of a right to receive one Class A ordinary share upon a business combination. The company has not yet selected a target business. Initial filing; no prior registration statement. Establishes the SPAC's IPO terms: trust account of $200 million ($10.00 per share), 24-month deadline to complete a business combination from closing of the offering, redemption rights for public shareholders upon business combination or certain charter amendments, and potential extension with shareholder vote and redemption rights. Sponsor holds 5,750,000 founder shares purchased for $25,000 (~$0.004 per share) and will purchase 300,000 private placement units at $10.00 per unit. Sponsor and insiders agree to lock-up, voting in favor of business combination, and waiver of redemption rights. No target identified yet. Why it matters: 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.
What changed: SEC Division of Corporation Finance Staff Notification Advising Non-Review Intent and Imposing Public Disclosure Timing Requirements for a Draft Registration Statement on Form S-1. On January 27, 2026, the SEC’s Office of Real Estate & Construction notified Chief Executive Officer Mike Maggard that the staff will not review the Draft Registration Statement on Form S-1 (CIK No. 0002090787) originally submitted on December 23, 2025. Why it matters: The SEC staff's directive replaces traditional confidential review with a mandatory 15-day public disclosure lead time, which dictates the earliest permissible scheduling for investor marketing activities and effective date filings. Regulatory liability is explicitly anchored to Oceanhawk Acquisition Corp. and its management, as the SEC staff cautioned that disclosure accuracy and adequacy remain entirely the company's responsibility regardless of staff action.
What changed: A Form S-1 preliminary prospectus registering a proposed initial public offering of 20,000,000 units (23,000,000 if the underwriters’ over-allotment option is fully exercised) by Oceanhawk Acquisition Corp., a Cayman Islands exempted blank check company. Per the filing, the Registrant 'has not selected any business combination target' and 'has not, nor has anyone on our behalf, initiated any substantive discussions' with a potential acquisition candidate. Why it matters: 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.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.