Key Highlights

  • Futurewave Acquisition signed a merger agreement on September 28, 2026 that values chip-solutions firm Olympian Group at $400 million.
  • Olympian shareholders would receive 40,000,000 purchaser shares valued at $10.00 each, and founders would receive ten-vote Class B shares.
  • Closing needs shareholder approvals, an effective Form F-4, antitrust clearance and Nasdaq listing by the June 26, 2027 outside date.
  • The sponsor and Futurewave jointly owe Olympian up to $1,600,000 under a non-interest-bearing note funded in six tranches.

Futurewave Acquisition Corp (NASDAQ:FWAC), a Cayman Islands blank check company listed on Nasdaq under the ticker FWAC, has signed a merger agreement with Olympian Group Inc. that values the target at $400 million, according to a Form 8-K filed on September 29, 2026.

The agreement was signed on September 28, 2026 and provides for closing by June 26, 2027, subject to conditions set out in the filing.

The Deal Structure

The agreement is a two-step merger. In the first step, Futurewave merges into a wholly owned subsidiary, Olympian Global Inc., which the filing calls the Purchaser, and the Purchaser survives. In the second, FWACW Merger Sub Ltd. merges into Olympian Group Inc., which survives as a wholly owned subsidiary of the Purchaser. The agreement also names Northwest Cascade Limited and Credo Universal Limited, both British Virgin Islands companies, as principal shareholders of Olympian.

Olympian shareholders would receive 40,000,000 Purchaser ordinary shares valued at $10.00 per share, based on an agreed net value for Olympian of $400,000,000. The company's founders would receive Class B shares carrying ten votes each, while other shareholders would receive Class A shares with one vote each.

About Olympian and the Leadership

The press release attached to the filing describes Olympian Group as a solutions provider specializing in vertically integrated chip and electronic component solutions for automotive electronics and industrial connectivity. It says Olympian organizes supply chains, matches products to applications and delivers solutions through its Hong Kong subsidiary, HK Shang Ge Industrial Limited.

McCabe, Chief Executive Officer of Futurewave, as saying: "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."

Conditions and Supporting Agreements

Closing conditions include shareholder approvals, the absence of a legal prohibition, effectiveness of a registration statement on Form F-4 that will include a proxy statement and prospectus, antitrust clearance, the accuracy of representations, compliance with covenants, the absence of a material adverse effect and continued Nasdaq listing of the combined company. Either side may terminate if closing has not occurred by June 26, 2027, or in other cases described in the agreement. The representations and warranties do not survive the closing.

Futurewave Capital Solutions Limited, the sponsor, agreed to vote its shares in favor of the transaction. Certain Olympian shareholders signed a support agreement to do the same. Lock-up agreements apply to certain Olympian shareholders and the sponsor for the earlier of six months after closing or the date when the closing price reaches $12.50 for any 20 trading days in a 30-trading-day period. A registration rights agreement requires the Purchaser to file a resale shelf registration statement within 90 calendar days after closing.

The sponsor and Futurewave also jointly owe Olympian up to $1,600,000 under a non-interest-bearing promissory note, funded in six tranches on specified milestones, which is due when the acquisition merger closes and is repayable in cash or Futurewave ordinary shares at $10.00 per share. At the first merger, each Futurewave unit separates into one share, one warrant and one right, and each Purchaser right is canceled for one-fourth of one Class A share at closing.

The Olympian Merger Steps Between Now and June 26, 2027

After closing, the board of the Purchaser is expected to have five directors: one independent director appointed by Futurewave and four appointed by Olympian, with at least a majority independent. The key steps ahead are the filing of the Form F-4, its effectiveness, shareholder votes and the June 26, 2027 outside date. Futurewave's IPO prospectus was dated June 25, 2026, so this agreement comes about three months after that offering.