SecProbe.io

CORRESP
 1
 filename1.htm

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, NE

 Washington, DC 20549

 Re: Oceanhawk Acquisition Corp.

 Registration Statement on Form
S-1

 File No. 333-294512

 To the addressee set forth above:

 In accordance with Rule 461 of Regulation C of
the General Rules and Regulations under the Securities Act of 1933, as amended, we hereby request acceleration of the effective date of
the above-referenced Registration Statement on Form S-1 (File No. 333-294512) (the "Registration Statement") of Oceanhawk
Acquisition Corp. We respectfully request that the Registration Statement become effective as of 4:00 p.m. Eastern Time on May 20, 2026
or as soon as practicable thereafter, or at such other time thereafter as our counsel, O'Melveny & Myers LLP, may request by
telephone. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, O'Melveny
& Myers LLP, by calling Doug Lionberger of O'Melveny & Myers LLP at 832-254-1552.

 Thank you for your assistance in this matter.

 Very truly yours,

 Oceanhawk Acquisition Corp.

 By:
 /s/ Ernest Miller

 Name:
 Ernest Miller

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 May 19, 2026

 VIA EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street, N.E.

 Washington, D.C. 20549

 Re:
 Oceanhawk Acquisition Corp. (the "Company")

 Registration Statement on Form S-1

 File No. 333-294512

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act"),
The Benchmark Company, LLC, as representative of the underwriters of the offering, hereby join the request of the Company that the effective
date of the above-captioned Registration Statement be accelerated so as to permit it to become effective on May 20, 2026 at 4:00 p.m.,
Eastern time, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the General Rules and
Regulations of the Securities and Exchange Commission under the Securities Act, we, acting on behalf of the several underwriters, wish
to advise you that, through May 19, 2026, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to
participate in the distribution of the security, as many copies, as well as "E-red" copies of the Preliminary Prospectus dated
May 19, 2026, as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 We have complied and will continue to comply with
the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 [ Signature Page Follows ]

 Very truly yours,

 THE BENCHMARK COMPANY, LLC

 By:
 /s/ John J. Borer

 Name:
 John J. Borer III

 Title:
 Senior Managing Director

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 27, 2026

Mike Maggard
Chief Executive Officer
Oceanhawk Acquisition Corp.
515 Madison Avenue, 8th Floor
New York, NY 10022

 Re: Oceanhawk Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted December 23, 2025
 CIK No. 0002090787
Dear Mike Maggard:

 This is to advise you that we do not intend to review your registration
statement.

 We request that you publicly file your registration statement and
nonpublic draft
submissions at least 15 days prior to any road show as that term is defined in
Rule 433(h)(4) or,
in the absence of a road show, at least 15 days prior to the requested
effective date of the
registration statement. Please refer to Rules 460 and 461 regarding requests
for acceleration. We
remind you that the company and its management are responsible for the accuracy
and adequacy
of their disclosures, notwithstanding any review, comments, action or absence
of action by the
staff.

 Please contact David Link at 202-551-3356 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: Douglas Lionberger
</TEXT>
</DOCUMENT>