Futurewave, Olympian to Merge on Nasdaq

NEW YORK and HONG KONG, Sept. 28, 2026 /CourierPR/ -- Futurewave Acquisition Corporation and Olympian Group Inc. today announced a definitive Agreement and Plan of Merger, signed on September 28, 2026 (the “Merger Agreement”). The merger will see Futurewave, a Cayman Islands special purpose acquisition company, merging with and into Olympian Group Inc., a Cayman Islands exempted company and wholly owned subsidiary of Futurewave, with Olympian surviving the merger as a wholly owned subsidiary of the newly reincorporated company, which will be named PubCo.

Under the terms of the Merger Agreement, each issued and outstanding unit of Futurewave will automatically separate into one Futurewave ordinary share, one Futurewave warrant and one Futurewave right. At the closing of the transactions, each Futurewave ordinary share will be converted into one Purchaser Class A ordinary share, each Futurewave warrant will be converted into one Purchaser warrant, and each Futurewave right will be converted into one Purchaser right. At the effective time of the Reincorporation Merger, each Purchaser right will be canceled in exchange for one-fourth (1/4) of one Purchaser Class A ordinary share, subject to the treatment of fractional shares set forth in the Merger Agreement.

Upon the closing of the Acquisition Merger, Olympian shareholders will receive an aggregate of 40,000,000 Purchaser ordinary shares, valued at $10.00 per share, based on a Company Net Value of $400,000,000. The Purchaser ordinary shares issued to Olympian’s key founders identified in the Merger Agreement will be Purchaser Class B ordinary shares, and all other shares issued to Olympian shareholders will be Purchaser Class A ordinary shares. Each Purchaser Class A ordinary share will carry one vote, and each Purchaser Class B ordinary share will carry ten votes and be convertible, at the holder’s option, into one Purchaser Class A ordinary share.

Following the Reincorporation Merger, the board of directors of PubCo will consist of five directors, including one independent director appointed by Futurewave and four directors appointed by Olympian, with at least a majority qualifying as independent directors under applicable securities laws and Nasdaq rules. The Merger Agreement also contemplates lock-up restrictions on the Purchaser ordinary shares issued to Olympian’s key founder shareholders until the earlier of six months after closing or the date on which the closing price of Purchaser Class A ordinary shares equals or exceeds $12.50 per share for 20 trading days within any 30-trading-day period, subject to customary permitted-transfer exceptions.

The proposed transactions, which are subject to customary closing conditions including regulatory and shareholder approvals, are expected to result in a Nasdaq-listed company. The combined entity is expected to offer integrated chip and electronic component solutions, including product solutions and value-added services in Hong Kong, and is expected to be listed on the Nasdaq stock exchange.

Olympian Group Inc., a Cayman Islands exempted company and a holding company of HK Shang Ge Industrial Limited, a private company incorporated and existing under the laws of Hong Kong, provides solutions in the integrated chip and electronic component sectors. Through its wholly owned subsidiary, HK Shang Ge Industrial Limited, Olympian operates within the Automotive Electronics & Industrial Connectivity sectors, integrating upstream semiconductor and electronic component resources with downstream application and product requirements. The company's vertically oriented business model is focused on developing and delivering integrated electronic component solutions tailored to specific application scenarios, encompassing component selection, specification alignment, and supply-chain integration. Olympian is positioned across key segments of the automotive electronics and industrial connectivity value chains, supporting the evolving requirements of intelligent vehicles, connected industrial systems, and other technology-driven applications.

Futurewave Acquisition Corporation, a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, will merge with and into Olympian Group Inc. The proposed combination is intended to provide Olympian with a listed platform and additional resources to deepen those fulfillment capabilities and expand the solutions it delivers. Futurewave set out to identify a business with a clear operating focus, a defensible market position, and a management team oriented toward long-term customer relationships, and believes that Olympian’s solutions model, centered on a vertically oriented supply chain, meets that brief.

The transaction is expected to provide Olympian shareholders with a total consideration of 40,000,000 Purchaser ordinary shares, valued at $10.00 per share, based on a Company Net Value of $400,000,000. The Purchaser ordinary shares issued to Olympian’s key founders identified in the Merger Agreement will be Purchaser Class B ordinary shares, and all other shares issued to Olympian shareholders will be Purchaser Class A ordinary shares. Each Purchaser Class A ordinary share will carry one vote, and each Purchaser Class B ordinary share will carry ten votes and be convertible, at the holder’s option, into one Purchaser Class A ordinary share.

The proposed transactions will be submitted to shareholders of Futurewave for their consideration and approval. In connection with the transaction described herein, Futurewave and Olympian intend to jointly file with the SEC a registration statement on Form F-4 (as may be amended from time to time) that will include a proxy statement/prospectus (the “Registration Statement”) pertaining to such transaction. After the Registration Statement is filed and declared effective, a definitive proxy statement and a proxy card will be mailed to Futurewave’s shareholders as of a record date to be established for voting at the shareholders’ meeting relating to the proposed transactions. Futurewave’s shareholders will also be able to obtain a copy of the Registration Statement and proxy statement without charge from Futurewave.