Monitor the filing and SEC effectiveness of the Form F-4 registration statement, which will contain detailed financials and risk factors. Key catalysts include shareholder votes for both OCLT and AIRE, Nasdaq listing approval, and any PIPE financing announcements. The $12.50 share price threshold for lock-up release is a key post-close technical level.
Price Chart
Executive Summary
OceanLight Acquisition Corporation (OCLT) has entered into a definitive merger agreement to acquire AIRE Inc., a home textile and green sleep technology company, in a SPAC business combination valued at $1.0 billion. The transaction will result in AIRE shareholders receiving 100 million Purchaser ordinary shares valued at $10.00 per share, and the combined company will be publicly traded. The deal is subject to shareholder approvals, SEC effectiveness of a Form F-4 registration statement, and Nasdaq listing approval.
Key Financial Metrics
Key Facts
- OceanLight Acquisition Corporation (OCLT) entered into a definitive merger agreement with AIRE Inc. on September 28, 2026
- The transaction values AIRE at a Company Net Value of $1,000,000,000
- AIRE shareholders will receive 100,000,000 Purchaser ordinary shares valued at $10.00 per share
- The combined company's board will consist of 5 directors, all designated by AIRE, with 3 independent directors
- Sponsor support agreement secured with OceanLight Capital Sponsor Ltd., which holds 4,933,500 Parent ordinary shares and has agreed to vote in favor
- Principal shareholder Everque Limited has entered into a support agreement to vote in favor of the transaction
- Lock-up agreements for 6 months post-closing for certain shareholders, with early release if share price exceeds $12.50 for 20 of 30 trading days after 90 days
- Break-up fee of $500,000 payable by breaching party under certain termination circumstances
- Parent has approximately $115,126,630 in its trust account as of the agreement date
- Finder Wealthwise Solutions Ltd. to receive $1,500,000 cash and 6,000,000 Purchaser ordinary shares (6% of total merger consideration)
- Closing deadline is August 10, 2027, with extension rights
Financial Impact
Transaction valued at $1.0 billion enterprise value for AIRE. OCLT has ~$115.1 million in trust. AIRE shareholders to receive 100 million shares at $10.00/share. Finder to receive 6 million shares (6% of consideration) plus $1.5M cash.
Risk Factors
- Transaction may not close if OCLT or AIRE shareholders fail to approve
- SEC review of Form F-4 could delay or prevent closing
- Nasdaq listing approval for the combined company's shares is a condition to closing
- Redemptions by OCLT public shareholders could reduce cash available post-close
- Failure to meet the August 10, 2027 deadline could terminate the deal
Documents Analyzed
This report is based on 9 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001829126-26-010594 |
| Document: oceanlightacq_ex10-2.htm | 0001829126-26-010594 |
| Document: oceanlightacq_8k.htm | 0001829126-26-010594 |
| Document: oceanlightacq_ex10-3.htm | 0001829126-26-010594 |
| Document: oceanlightacq_ex10-1.htm | 0001829126-26-010594 |
| Document: oceanlightacq_ex99-1.htm | 0001829126-26-010594 |
| Document: 0001829126-26-010594-index-headers.html | 0001829126-26-010594 |
| Document: 0001829126-26-010594-index.html | 0001829126-26-010594 |
| Document: 0001829126-26-010594.txt | 0001829126-26-010594 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 30, 2026 27d ago | 425 | $9.90 $9.90 | · 0.00% | ▼ −1.91% | $9.90 (−0.00%) |
Sep 30, 2026 27d ago | 8-K | $9.90 $9.90 | · 0.00% | ▼ −1.91% | $9.90 (−0.00%) |
Sep 28, 2026 28d ago | Press Release | $9.90 $9.89 | ▼ −0.10% | ▼ −2.05% | $9.90 (−0.00%) |
Sep 8, 2026 6w ago | 3 | — | awaiting T+5 | — | — |
Aug 14, 2026 10w ago | 8-K | — | awaiting T+5 | — | — |
Aug 10, 2026 11w ago | EFFECT | — | awaiting T+5 | — | — |
Aug 7, 2026 11w ago | Press Release | — | awaiting T+5 | — | — |
Jul 8, 2026 15w ago | S-1/A | — | awaiting T+5 | — | — |
US Market Status
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