On September 28, 2026, OceanLight Acquisition Corporation, a special purpose acquisition company (SPAC), entered into an Agreement and Plan of Merger with AIRE Inc., a home textile and green sleep technology company. The transaction, valued at a Company Net Value of $1.0 billion, is structured as a business combination involving OceanLight, its wholly owned subsidiary Purchaser, and AIRE.
Under the terms of the agreement, OceanLight will merge with and into Purchaser, with Purchaser surviving the merger to become the publicly traded entity. Concurrently, Merger Sub, a wholly owned subsidiary of Purchaser, will merge with and into AIRE, with AIRE surviving as a wholly owned subsidiary of Purchaser.
Shareholders of AIRE will receive Closing Payment Shares valued at $10.00 per share, based on the agreed Company Net Value of $1.0 billion. This results in the issuance of 100,000,000 Purchaser ordinary shares to AIRE shareholders. The transaction is subject to customary closing conditions, including the approval of OceanLight and AIRE shareholders, the effectiveness of a registration statement on Form F-4 with the SEC, and the approval of the additional listing application for the Closing Payment Shares on Nasdaq.
Following the closing, the board of directors of Purchaser is expected to consist of five directors, all designated by AIRE, with three qualifying as independent under Nasdaq rules. The officers of AIRE will become the officers of Purchaser. The merger agreement includes covenants regarding the preparation of the registration statement, the use of best efforts to consummate the transaction, and the listing of Purchaser securities on Nasdaq.
Advisors to the transaction include Celine and Partners, P.L.L.C. for OceanLight, Torres & Zheng at Law, P.C. for AIRE, and Chain Stone Capital Limited (CTM) as financial advisor to AIRE.
