Oceanhawk Acquisition Corp-A美股招股说明书(2026-05-22版)

Oceanhawk Acquisition Corp. 16,000,000Units Oceanhawk Acquisition Corp. is a blank check company, incorporated as a Cayman Islands exemptedcompanyfor the purpose of effecting a merger,share exchange,asset acquisition,share purchase,recapitalization, reorganization or similar business combination with one or more businesses, which we refer tothroughout this prospectus as our initial business combination. We have not selected any business combinationtarget, and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly orindirectly, with any business combination target. While we may pursue an initial business combination target inany industry or geographic location, we intend to focus our search on high potential businesses based in theUnitedStates. We are an “emerging growth company” and “smaller reporting company” under applicable federalsecurities laws and will be subject to reduced public company reporting requirements. Investing in our securitiesinvolves risks. See“RiskFactors” beginning on page 39. Investors will not be entitled to protections normallyafforded to investors in Rule419 blank check offerings. (1)Includes (i)$0.15 per unit, or $2,400,000 in the aggregate (or $2,760,000 in the aggregate if the over-allotment optionis exercised in full), payable to the underwriters upon the closing of this offering, and (ii)$0.35 per unit, or$5,600,000 in the aggregate (or $6,440,000 in the aggregate if the over-allotment option is exercised in full), payableto the underwriters for deferred underwriting commissions to be placed in a trust account located in the UnitedStates,as described herein. Does not include certain fees and expenses payable to the underwriters in connection with thisoffering. See “Underwriting” for a description of underwriting compensation payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in thisprospectus, $160,800,000 or $184,920,000if the underwriters’ over-allotment option is exercised in full ($10.05per unit), will be deposited into a segregated trust account located in the UnitedStates with Odyssey Transfer&Trust Company acting as trustee. Except with respect to interest earned on the funds held in the trust accountthat may be released to us to pay our taxes, which shall exclude any excise tax or any other similar fees or taxesthat may be levied on us pursuant to any current, pending or future rules or laws, including without limitation,the Inflation Reduction Actof2022, for any redemptions or repurchases by us (“permitted withdrawals”), if any,the funds held in the trust account will not be released from the trust account until the earliest to occur of:(1)our completion of an initial business combination; (2)the redemption of any public shares properlysubmitted in connection with a shareholder vote to amend our amended and restated memorandum and articlesof association (A)to modify the substance or timing of our obligation to allow redemption in connection withour initial business combination or to redeem 100% of our public shares if we do not complete our initialbusiness combination within 15months from the closing of this offering (or 18 months from the closing of thisoffering if we have executed a business combination agreement for an initial business combination within 15months from the closing of this offering) or (B)with respect to any other provision relating to shareholders’rights or pre-initial business combination activity; and (3)the redemption of our public shares if we have notcompleted an initial business combination within 15months from the closing of this offering (or 18 monthsfrom the closing of this offering if we have executed a business combination agreement for an initial businesscombination within 15 months from the closing of this offering), subject to applicable law. If we are unable tocomplete an initial business combination within the 15-month period (or 18 months from the closing of thisoffering if we have executed a business combination agreement for an initial business combination within 15months from the closing of this offering), we may seek an amendment to our amended and restatedmemorandum and articles Table of Contents of association to extend the period of time we have to complete an initial business combination beyond15months. Our amended and restated memorandum and articles of association will require at least a specialresolution of our shareholders as a matter of Cayman Islands law, meaning that such an amendment be approvedby at least two-thirds of our ordinary shares who, being entitled to do so, attend and vote (either in person or byproxy) at a general meeting of the company. If we seek shareholder approval to extend beyond the 15-monthperiod in which to complete an initial business combination to a later date, we will offer our public shareholdersthe right to have their public ordinary shares redeemed for a pro rata share