Oceanhawk Acquisition Corp.

This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under “Risk Factors” starting on page 39 and our financial statements and the related notes included elsewhere in this prospectus, before investing.

Unless otherwise stated in this prospectus or the context otherwise requires, references to:

• “amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association to be in effect upon completion of this offering;

• “Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

• “directors” are to our directors named in this prospectus;

• “equity-linked securities” are to any debt or equity securities that are convertible, exercisable or exchangeable for share of our Class A ordinary shares issued in connection with our initial business combination including but not limited to a private placement of equity or debt;

• “founder shares” are to our Class B ordinary shares initially purchased by Oceanhawk Sponsor in a private placement prior to this offering, a portion of which will be transferred to our independent directors prior to the effectiveness of the registration statement of which this prospectus forms a part, and our Class A ordinary shares that will be issued upon conversion thereof as provided herein;

• “initial shareholders” are to Oceanhawk Sponsor and that will hold our founder shares prior to this offering;

• “letter agreement” refer to the letter agreement, the form of which is filed as an exhibit to the registration statement of which this prospectus forms a part;

• “management” or our “management team” are to our directors and officers;

• “Oceanhawk Sponsor” or “our sponsor” are to Oceanhawk Acquisition I Sponsor LLC, a Delaware limited liability company,

• “ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

• “permitted withdrawals” means interest earned on the funds held in the trust account withdrawn to pay our taxes, which shall exclude any possible excise tax or any other similar fees or taxes that may be levied on us pursuant to any current, pending or future rules or laws, including without limitation any excise tax due under the Inflation Reduction Act of 2022, for any redemptions or repurchases by us;

• “private placement shares” are to the Class A ordinary shares underlying the private placement units.

• “private placement units” are to the units to be issued to Oceanhawk Sponsor and The Benchmark Company, LLC, as applicable, in a private placement simultaneously with the closing of this offering and upon conversion of working capital loans, if any;

• “private placement rights” are to the rights underlying the private placement units;

• “public shareholders” are to the holders of our public shares, including Oceanhawk Sponsor, our directors and officers to the extent such persons purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;

• “public shares” are to our Class A ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market);

• “public rights” are to the rights sold as part of the units in this offering (whether they are subscribed for in this offering or acquired in the open market);

• “rights,” are, collectively, to the private placement rights and public rights;

• “rights agreement” are to our rights agreement governing the rights;

• “sponsor members” means institutional investors (none of which are affiliated with any member of our management or any other investor) and individual investors that have expressed an interest to purchase, indirectly through Oceanhawk Sponsor, an aggregate of private placement units, at a price of $10.00 per unit, or $ in the aggregate; and subject to each sponsor member purchasing, through Oceanhawk Sponsor, the private placement units allocated to it in connection with the closing of this offering, Oceanhawk Sponsor will issue membership interests at a nominal purchase price to such sponsor members reflecting interests in an aggregate of founder shares held by Oceanhawk Sponsor;

• “we,” “us,” “our” or our “company” are to Oceanhawk Acquisition Corp., a Cayman Islands exempted company; and

• “$,” “US$” and “U.S. dollar” each refer to the United States dollar.

All references in this prospectus to shares of the Company being forfeited shall take effect as surrenders for no consideration of such shares as a matter of Cayman Islands law. All references to the conversion of our Class B ordinary shares shall take effect as a redemption of such Class B ordinary shares and issuance of the corresponding Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in this prospectus shall take effect as share capitalizations as a matter of Cayman Islands law. Unless we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option.

We are a blank check company incorporated as a Cayman Islands exempted company whose business purpose is to effect a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any specific business combination target, and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us. We have generated no revenues to date, and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination.

Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships, sector expertise and active management and operating experience.

We are an affiliate of OceanHawk LLC (“OceanHawk”). OceanHawk is an outcome-driven private investment firm focused on building operating companies in essential industries. OceanHawk creates scaled platforms through merger-led strategies, operational depth and long-term partnership with management teams. OceanHawk builds real businesses — with aligned governance, strong operating systems, and long-term strategic direction. Whether acquiring a single founder-led company or assembling a multi-entity platform, OceanHawk’s focus is the same: to compound value quietly and deliberately over time. OceanHawk focuses on integrity, flexibility, and patience. As long-term partners, OceanHawk is structured to support durable growth, not forced exits.

As an extension of OceanHawk’s integrated platform, we believe we will benefit from OceanHawk’s diverse investment experience, and we will have proprietary access to a robust pipeline of deal opportunities that will differentiate us from other special purpose acquisition companies currently in the market. We believe the association with the OceanHawk platform will enable us to (i) source a greater number of real, cash-flowing business combination targets, (ii) utilize OceanHawk’s pre-existing relations and institutional knowledge in due diligence, (iii) more successfully implement value creation strategies and initiatives to accelerate growth following a business combination, and (iv) better optimize our capital structure and more easily raise any required incremental capital to support any potential go-forward needs following a business combination.

Michael Maggard serves as a member of our board of directors. Mr. Maggard is the founding partner of OceanHawk, sharing responsibility for all OceanHawk’s revenue-generating and investing businesses across its integrated investment platform. Mr. Maggard has more than 20 years of building and scaling transformative businesses. Mr. Maggard is also a founding member of CFO Search, a national executive search firm recognized for its specialization in placing senior executives across private equity-backed, family-owned, and publicly traded companies. Mr. Maggard’s ability to recruit, assess, and deploy top talent is central to OceanHawk’s model of building durable platforms, executing complex roll-ups, and transforming founder-led businesses into scalable enterprises. Mr. Maggard plans to bring this experience to our search for and execution of our initial business combination. Earlier in his career, Mike held senior finance and recruiting positions with several leading companies.

Ernest Miller serves as our Chief Executive Officer and as a member of our board of directors. Mr. Miller has over 25 years in the commodity-driven energy sector and is an expert in the financial management, strategic planning, and positioning of complex, high-growth, capital and credit intensive companies for optimum enterprise value. Mr. Miller has a deep commercial understanding of all points along the commodity value chain and has served in a variety of roles in corporate development, risk management, and marketing for a number of high-profile public companies. Mr. Miller plans to bring his experience as a seasoned deal maker to our search to complete our initial business combination.

Jon Ryan serves as our Chief Financial Officer, President, and as a member of our board of directors. Mr. Ryan has over 25 years of financial operations, M&A execution, and advisory experience across multiple sectors including infrastructure, transportation, logistics, technology, and professional services. Mr. Ryan is a partner of OceanHawk. Prior to joining OceanHawk, Mr. Ryan served in various financial leadership positions for organizations spanning startups to multi-national businesses across different sectors. Mr. Ryan is a CPA and brings extensive financial management and capital-raising experience to enable us to pursue opportunities immediately following the closing of this offering.

Notwithstanding the foregoing, the past performance of our management team, or their respective affiliates, is not a guarantee either (i) that we will be able to identify a suitable candidate for our initial business combination and (ii) of success with respect to any business combination we may consummate. You should not rely on the historical record of our management team’s or their respective affiliates’ performance as indicative of our future performance. Further, certain of our officers and directors have no prior experience consummating a business combination for a “blank check” company

Competitive Strengths

We believe that we possess several competitive strengths to successfully source, evaluate and execute an initial business combination. We believe that the background, operating history and experience of our management team and our relationship with OceanHawk provide us with access to a broad spectrum of investment opportunities and the ability to scale and improve upon the operational and financial performance of a target business. We will take an active, hands-on role in our target search, hoping to ensure the right foundation is in place to support sustainable growth following our initial business combination. Our management team has extensive experience executing transactions, focusing on alignment, execution and long-time outcomes — operating with discretion, discipline, and partnership at the core.

Our Sponsor

Oceanhawk Sponsor is a Delaware limited liability company, which was formed to invest in us. Although Oceanhawk Sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability Company Act and other applicable law, Oceanhawk Sponsor’s business is focused on investing in our company. Michael Maggard indirectly holds voting and investment discretion with respect to the securities held of record by Oceanhawk Sponsor. As of the date hereof, other than Mr. Maggard, no other person has a direct or indirect material interest in our sponsor. Oceanhawk Sponsor has agreed to purchase 300,000 private placement units, at a price of $10.00 per unit (or 345,000 private placement units if the underwriters exercise their over-allotment option in full), in a private placement to occur concurrently with the closing of this offering. The Benchmark Company, LLC has agreed to purchase 200,000 private placement units (or 230,000 private placement units if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, or $2,000,000 (or $2,300,000 if the underwriters’ over-allotment option is exercised in full),

in a private placement that will close simultaneously with the closing of this offering. Certain sponsor members have expressed an interest to purchase, indirectly through Oceanhawk Sponsor, an aggregate of private placement units, at a price of $10.00 per unit, or $ in the aggregate. None of the non-managing sponsor members shall have more than a 9.9% interest in Oceanhawk Sponsor.

The following table sets forth the payments to be received by our sponsor and its affiliates from us prior to or in connection with the completion of our initial business combination and the securities issued and to be issued by us to our sponsor or its affiliates, assuming the underwriters’ over-allotment option is not exercised:

(1) Including an aggregate of up to 750,000 founder shares that are subject to forfeiture by Oceanhawk Sponsor to the extent that the underwriters’ over-allotment is not exercised in full or in part, so that the so that the founder shares will represent approximately 20% of our issued and outstanding shares after this offering (excluding the private placement shares).

(2) The non-managing sponsor members have expressed an interest to purchase, indirectly through the purchase of non-managing membership interests in Oceanhawk Sponsor, an aggregate of private placement units at a price of $10.00 per unit ($ ) in a private placement that will close simultaneously with the closing of this offering.

Because Oceanhawk Sponsor acquired the founder shares at a nominal price, our public shareholders will incur an immediate and substantial dilution upon the closing of this offering. Further, the issuance of additional ordinary or preference shares may significantly dilute the equity interest of public shareholders. Our public shareholders might be subject to future dilution upon the closing of this offering if Oceanhawk Sponsor converts any of the $1,500,000 in working capital loans to private placement units. See the sections titled “Risk Factors — Risks Relating to Oceanhawk Sponsor and Management — Our initial shareholders paid an aggregate of $25,000 to cover certain of our offering costs in exchange for 5,750,000 founder shares, or approximately $0.004 per founder share and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares” and “Risk Factors — Risks Relating to Our Securities — The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination, even if the business combination causes the trading price of our ordinary shares to materially decline.”

Pursuant to a letter agreement to be entered with us, each of our sponsor, directors and officers has agreed to restrictions on its ability to transfer, assign, or sell the Rights, Class A Ordinary Shares, units, founder shares and private placement units (and the underlying securities), as summarized in the table below.

Business Strategy and Target Industries

Our acquisition and value creation strategy is to identify, acquire and, after our initial business combination, further accelerate the growth of a company in the public markets. Our team has a history of executing transactions in multiple geographies and under varying economic and financial market conditions. Although we may pursue an acquisition in a number of industries or geographies, we intend to capitalize on the ability of our management team and the broader OceanHawk platform where we believe a combination of our relationships, knowledge and experience across industries can effect a positive transformation or augmentation of an existing business. We will seek to merge with companies with compelling public-market narratives, high visibility of growth prospects, and attractive cash flow dynamics now or in the near future, where a public listing, financing from an initial business combination and access to public capital markets will enable the target to build on its competitive advantages and allow the target company’s management and directors to further accelerate its growth profile.

• OceanHawk’s Sourcing Capabilities: We believe OceanHawk’s integrated platform and its established network and relationships will provide us with a differentiated capability to sourcing initial business combination targets.

• Extensive Experience in Consummating Transactions: Our team has significant experience accelerating and investing behind growth as a core value creation lever. Our executives are operators, not promotors, who have extensive experience identifying and acquiring EBITDA-positive targets. We believe this extensive experience, with a specific focus on complex transactions, not just capital deployment, is a significant advantage.

• Significant Experience in Relevant Sectors: Our team has significant experience acquiring control positions in industrial and infrastructure-adjacent businesses across North America, acting as both a strategic partner and sponsor. We have experience acquiring and growing standalone companies with the potential

for strategic repositioning, as well as building multi-entity platforms where consolidation, systemization, or scale advantages are in play. Across both approaches, we bring a compounder mindset — aiming to grow value methodically over time.

Business Combination Criteria

Consistent with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet these criteria and guidelines. While we intend to utilize these criteria in evaluating business combination opportunities, we expect that no individual criterion will entirely determine a decision to pursue a particular opportunity.

• Financial Stability and Visibility: We expect to target an initial business combination with a company in which we can readily identify current and future revenues, a path to sustained long-term profitability and attractive future cash flow dynamics;

• Leading Industry and Market Position: We intend to seek targets whose products and/or services currently enjoy, or are expected to enjoy, leading positions in their respective markets with sustainable competitive advantages and natural barriers to market entry;

• Resilient Barriers to Entry: We seek established and emerging market leaders with defensible and self-reinforcing competitive advantages such as high switching costs, network effects, proprietary data/integrations and learning effects;

• Multiple Growth Avenues: Our ideal business combination partners have the capability to grow both organically and through targeted acquisitions, and can leverage our own expertise across M&A and capital markets advisory for evaluation of strategic processes;

• Strong Management Team with Track Record of Operational Excellence: We will seek to acquire or merge with a business with a strong management team with a proven history or operational excellence. We will augment this leadership team with members of our team that have a proven history of success with publicly-listed companies to create a high-quality public company-ready management team;

• Potential to Benefit from Our Expertise: We will rely on our advisory heritage to assist management in identifying, negotiating, financing and structuring transactions including acquisition and/or capital raises to support and accelerate long-term growth.

These criteria are not intended to be exhaustive or required. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder communications related to our initial business combination, which, as discussed in this prospectus, would be in the form of proxy materials or tender offer documents, as applicable, that we would file with the SEC. In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

Additional Disclosures

Our Acquisition Process

In evaluating a prospective target business, we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the target and its industry. We will also utilize our management team’s operational and capital planning experience to evaluate a proposed target business.

Each of our directors and officers will, directly or indirectly, own founder shares and/or private placement units following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including other blank check companies, pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity subject to his or her fiduciary duties. In addition, certain of our sponsor, officers and directors currently are directors or officers of other blank check companies, and may, in the future, sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. As a result, if any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer’s and director’s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. At this time, we are not aware of any fiduciary duties or contractual obligations of our officers or directors that will materially affect our ability to complete our initial business combination, because the other special purpose acquisition companies that a director of ours is also a director of has either already identified a business combination target or is seeking a business combination target with different criteria and guidelines. Our amended and restated memorandum and articles of association will provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis. Our directors and officers are also not required to commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence. See “Risk Factors — Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.”

Initial Business Combination

The Nasdaq listing rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (net of permitted withdrawals and excluding the deferred underwriting commissions). We refer to this as the 80% fair market value test. If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and 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”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares or other equity securities of a target

business or issue a substantial number of new shares to third-parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In the case of an initial business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of this offering. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of our sponsors, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial business combination. “Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks — We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.”

Prior to the effectiveness of the registration statement of which this prospectus forms a part, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we will be subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

Sourcing of Potential Business Combination Targets

We believe our management team’s significant operating and transaction experience and relationships with companies will provide us with a substantial number of potential business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our management team sourcing, acquiring, financing and selling businesses, our management team’s relationships with sellers, financing sources and target management teams and the experience of our management team in executing transactions under varying economic and financial market conditions. In addition, our management team have developed contacts from serving on the boards of directors of several companies.

We believe this network provides our management team with a robust and consistent flow of acquisition opportunities which were proprietary or where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our management team will provide us with important sources of acquisition opportunities. In addition, we anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest non-core assets or divisions.

Besides network- and relationship-based sourcing strategies, we will leverage technology-driven solutions to enrich our pipeline and conduct in-depth analyses on potential investment opportunities. These solutions include the utilization of data-based, scalable and sector-agnostic tools that enable us to identify high-potential targets, even before any meaningful public event occurs, as well as the assessment of digital metrics (such as website traffic, app store download trends and brand sentiment based on automated aggregation of online reviews and social media reactions).

We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with many of these competitors. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses, including the ability to negotiate more attractive acquisition terms. See “Risk Factors — Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks — Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per share, including interest, or less in certain circumstances, on our redemption of their shares, and our rights will expire worthless.”

We are not prohibited from pursuing an initial business combination with a company that is affiliated with Oceanhawk Sponsor, our directors or officers, or the sponsor members, or making the acquisition through a joint venture or other form of shared ownership with Oceanhawk Sponsor, our directors or officers, or the sponsor members. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or from an independent accounting firm that such an initial business combination is fair to our company from a financial point of view. In addition, pursuant to Nasdaq listing rules, our initial business combination must be approved by a majority of our independent directors.

In light of the involvement of Oceanhawk Sponsor and our officers and directors with other entities, we may decide to acquire one or more businesses affiliated with or competitive with Oceanhawk Sponsor, officers, directors and their respective affiliates or existing holders. Oceanhawk Sponsor and our officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in “Business — Selection of a Target Business and Structuring of our Initial Business Combination” and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with Oceanhawk Sponsor, officers, directors or existing holders, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest. Furthermore, if the initial business combination is not completed in the period provided, the membership interests of Oceanhawk Sponsor, founder shares, the private placement units and the rights become worthless, which may influence Oceanhawk Sponsor and our officers and directors while pursuing and completing an initial business combination.

Members of our management team and our independent directors will directly or indirectly own our ordinary shares and rights to receive our ordinary shares following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. In particular, because the founder shares were purchased at a purchase price of approximately $0.004 per share, the holders of our founder shares (including certain of our directors and officers that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their Class A ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

We currently do not have any specific business combination under consideration. Our officers and directors have neither individually selected nor considered a target business, nor have they had any substantive discussions regarding possible target businesses among themselves or with our underwriters or other advisors with respect to an initial business combination with us. Our management team is regularly made aware of potential business opportunities, one or more of which we may desire to pursue for a business combination, but we have not (nor has anyone on our behalf) contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a business combination transaction with our company. Additionally, we have not, nor has anyone on our behalf, taken any substantive measure, directly or indirectly, to identify or locate any suitable acquisition candidate for us, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate.

As more fully discussed in “Management — Conflicts of Interest,” if any of our directors or officers becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us. Our directors and officers currently have fiduciary duties or contractual obligations that may take priority over their duties to us.

Corporate Information

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities, and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

Exempted companies are Cayman Islands companies wishing to conduct business outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied for and have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Revised) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations shall apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax shall be payable (1) on or in respect of our shares, debentures or other obligations or (2) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are a Cayman Islands exempted company incorporated on September 12, 2025. Our executive offices are located at 515 Madison Avenue, 8 th Floor, New York, NY 10022, United States of America and our telephone number is +1 (212) 233-1898. You should not rely on any such information in making your decision whether to invest in our securities.