Futurewave Acquisition Corporation (Nasdaq: FWAC) and Olympian Group Inc. have entered into a definitive merger agreement dated September 28, 2026, valuing Olympian at $400 million. The transaction aims to list the combined entity on the Nasdaq, providing Olympian with a public platform to expand its integrated chip and electronic component solutions business.

Transaction structure and valuation

Under the agreement, Futurewave will merge with Olympian Global Inc., a wholly owned subsidiary of Futurewave, which will survive as the parent company (PubCo). Concurrently, a merger sub will combine with Olympian, making it a wholly owned subsidiary of PubCo. Olympian shareholders will receive an aggregate of 40,000,000 PubCo ordinary shares, valued at $10.00 per share, based on a Company Net Value of $400,000,000.

The share structure includes Class A and Class B ordinary shares. Class A shares carry one vote each, while Class B shares, issued to key founders identified in the Merger Agreement, carry ten votes each and are convertible into Class A shares at the holder’s option. Following the reincorporation merger, Futurewave units will separate into one ordinary share, one warrant, and one right, each converting into corresponding PubCo securities. Each PubCo right will be canceled in exchange for one-fourth of one PubCo Class A ordinary share.

Governance and lock-up terms

The board of directors for PubCo will consist of five members. This includes one independent director appointed by Futurewave and four directors appointed by Olympian. At least a majority of the board must qualify as independent directors under applicable securities laws and Nasdaq rules.

Key founder shareholders of Olympian will be subject to lock-up restrictions on their PubCo ordinary shares until the earlier of:

• Six months after closing.
• The date on which the closing price of PubCo Class A ordinary shares equals or exceeds $12.50 per share for 20 trading days within any 30-trading-day period.

Customary permitted-transfer exceptions apply to these restrictions.

Business focus and strategic rationale

Olympian Group Inc. operates through its wholly owned Hong Kong subsidiary, HK Shang Ge Industrial Limited. The company specializes in integrated chip and electronic component solutions within the Automotive Electronics and Industrial Connectivity sectors. Its vertically oriented business model integrates upstream semiconductor resources with downstream application requirements, focusing on component selection, specification alignment, and supply-chain integration.

Hantao Cui, Chief Executive Officer of Olympian Group Inc., stated that the combination is intended to provide Olympian with a listed platform and additional resources to deepen fulfillment capabilities. Daniel M. McCabe, Chief Executive Officer of Futurewave, noted that Olympian’s defensible market position and management team align with Futurewave’s investment criteria.

Advisors and next steps

Celine and Partners, P.L.L.C. is acting as legal advisor to Futurewave. Loeb & Loeb LLP is acting as legal advisor to Olympian. Chain Stone Capital Limited is acting as financial advisor to Olympian.

The proposed transactions are subject to customary closing conditions, including regulatory and shareholder approvals. Futurewave will file a Current Report on Form 8-K with the SEC, including a copy of the Merger Agreement. A registration statement on Form F-4, including a proxy statement/prospectus, will be jointly filed by Futurewave and Olympian. After the registration statement is declared effective, a definitive proxy statement and proxy card will be mailed to Futurewave’s shareholders.

Futurewave Acquisition Corporation has closed its initial public offering of 8,625,000 units at a price of $10.00 per unit, resulting in aggregate gross proceeds of $86,250,000. The offering included the full exercise of the underwriters' over-allotment option to purchase an additional 1,125,000 units. The units began trading on The Nasdaq Capital Market under the ticker symbol "FWACU" on June 25, 2026.

Each unit issued consists of one ordinary share, one redeemable warrant, and one right. The warrants entitle the holder to purchase one ordinary share at $11.50 per share, subject to adjustments. The rights allow the holder to receive one-fourth of one ordinary share upon the consummation of the company’s initial business combination. Once the components of the units begin separate trading, the ordinary shares, rights, and warrants are expected to trade on Nasdaq under the symbols "FWAC," "FWACR," and "FWACW," respectively.

Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, acted as the sole book-running manager for the offering. Futurewave Capital Solutions Limited is the sponsor of the company. Celine and Partners, P.L.L.C. served as legal counsel to Futurewave Acquisition Corporation, while O’Melveny & Myers LLP acted as legal counsel to Polaris Advisory Partners.

A registration statement on Form S-1 relating to the securities was declared effective by the Securities and Exchange Commission on June 24, 2026. Futurewave Acquisition Corporation is a blank check company incorporated in the Cayman Islands for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization, or similar business combination with one or more businesses.

Key Offering Details