NOTE 5: RELATED PARTY TRANSACTIONS

Founder Shares

On November 21, 2025, the Company issued to the Sponsor an aggregate of 5,750,000 Class B ordinary shares, which was increased via stock dividend on May 21, 2026 to 6,133,333 Class B ordinary shares (the “Founder Shares”), par value $0.0001 per share, in exchange for $25,000 or approximately $0.004 per share. The Founder Shares include an aggregate of up to 800,000 shares, which remain subject to surrender and forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised within the 45-day period following the closing of the Initial Public Offering. On May 27, 2026, the underwriters fully exercised their over-allotment option (Note 1). As such, effective May 27, 2026, the 800,000 Class B ordinary shares are no longer subject to forfeiture.

Administrative Services Agreement

The Company entered into an agreement with the Sponsor, commencing on May 20, 2026 through the earlier of the Company’s consummation of a Business Combination or its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities, and secretarial and administrative services. For the three and nine months ended September 30, 2026, the Company incurred $30,000 and $50,000, respectively, in fees for these services which are included within general and administrative expenses in the accompanying unaudited statements of operations. As of September 30, 2026, $10,000 was payable under the agreement and was included in accounts payable and accrued expenses.

Promissory Note — Related Party

On October 10, 2025, the Sponsor agreed to loan the Company up to $300,000 pursuant to a promissory note (the “Note”). The Note was non-interest bearing, unsecured and due upon the earlier of December 31, 2027 and the closing of the Initial Public Offering.

As of December 31, 2025, the Company had outstanding borrowings of $68,145 under the Note. During the period from January 1, 2026 through the closing of the Initial Public Offering on May 22, 2026, the Company borrowed additional funds totaling $231,855, resulting in outstanding borrowings of $300,000 under the Note as of May 22, 2026. On May 27, 2026, upon the exercise of the Over-Allotment Option, the Company repaid the entire outstanding balance of $300,000, resulting in no outstanding balance under the Note as of September 30, 2026, and the Note is no longer available to be drawn upon.

Due from Sponsor

As of May 22, 2026, the Sponsor owed the Company an aggregate amount of $1,800,000, representing the remaining amount due from the Sponsor in connection with its purchase of the Private Placement Units to be wired to the Company’s bank account. Subsequently, on May 27, 2026, the Sponsor paid $498,224 of offering costs and expenses on behalf of the Company (including $206,929 reflected in advances from related party), an aggregate of $788,500 was reflected as being reimbursed to the Sponsor, $300,000 of which represented repayment of the Note, $180,000 of which was deposited into the Trust Account in relation to the full exercise of the Over-Allotment Option, and $308,500 of which represented partial payment for the advances from related party, resulting in net cash of $513,276 which was deposited into the Company’s operating account on May 27, 2026 (Note 1). Accordingly, there was no outstanding balance due from Sponsor as of September 30, 2026.

Advances from Related Party

A related party and the Sponsor pay certain formation, operating or deferred offering costs on behalf of the Company that are not covered by the Note. These amounts are non-interest bearing and due on demand. During the period from January 1, 2026 through May 27, 2026, the related party and the Sponsor paid an aggregate amount of $571,755 on behalf of the Company, resulting in a balance in advances from related party of $571,755. On May 27, 2026, $515,429 was applied as a partial settlement of the advances from related party. Accordingly, as of September 30, 2026 and December 31, 2025, the outstanding balance of advances from related party was $56,974 and $0, respectively.

Working Capital Loans

On September 30, 2026, the Company issued a promissory note to Oceanhawk Acquisition I Sponsor, LLC, for $1,350,000 for working capital purposes (“Working Capital Loan”). The promissory note is non-interest-bearing and is payable upon consummation of a Business Combination. Upon consummation of a Business Combination, the outstanding principal balance will automatically convert into private placement units at a price of $10.00 per unit, unless the Sponsor elects to receive cash in lieu of conversion. Each unit consists of one ordinary share and one right to receive one-quarter of a share upon consummation of a Business Combination.

As of September 30, 2026, the outstanding principal balance under the promissory note was $1,350,000. No interest expense was recognized for the three or nine months ended September 30, 2026.