On September 30, 2026, Oceanhawk Acquisition Corp. entered into a material definitive agreement to issue an unsecured promissory note to the company's sponsor, Oceanhawk Acquisition I Sponsor, LLC. The note carries a principal amount of $1,550,000 and bears no interest. The obligation is repayable in full upon the consummation of the company's initial business combination.

If the company does not complete a business combination, the principal amount of the note is to be repaid from funds available to the company outside of the trust account established in connection with its initial public offering. The note is subject to customary events of default, which would automatically trigger the unpaid balance and all other sums payable to become immediately due and payable.

The issuance was made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933. The note is attached as Exhibit 10.1 to the current report on Form 8-K filed with the Securities and Exchange Commission.