Futurewave Acquisition Corp Announces Merger with Olympian Group

What Happened
Futurewave Acquisition Corporation (FWAC) and Olympian Group Inc. executed an Agreement and Plan of Merger on September 28, 2026, filed in an 8-K on September 29, 2026. The transaction will be effected by two simultaneous mergers: (1) a “Reincorporation Merger” where FWAC will merge into its wholly owned Purchaser (Olympian Global Inc.), and (2) an “Acquisition Merger” where FWAC Merger Sub will merge into Olympian, making Olympian a wholly owned subsidiary of the Purchaser. Under the deal, Olympian shareholders will receive shares of Purchaser based on a package of 40,000,000 Purchaser ordinary shares valued at $10.00 per share (implied company net value of $400,000,000). The parties will file a Form F-4 (proxy/prospectus) with the SEC and must obtain customary shareholder and regulatory approvals before closing.

Key Details

• Deal mechanics: 40,000,000 Purchaser ordinary shares allocated to Olympian shareholders at $10.00 per share (implied $400M valuation). Founders receive Purchaser Class B shares (10 votes each); others receive Class A shares (1 vote each). Class B shares are convertible into Class A at holder’s option.
• Timing & approvals: Merger Agreement executed Sept 28, 2026; closing subject to SEC effectiveness of the F-4, FWAC and Olympian shareholder approvals, Nasdaq approval/listing, HSR and other regulatory clearances. Outside date for closing is June 26, 2027 (subject to permitted extensions).
• Lock-ups & registration: Certain post-closing shares will be subject to a six-month lock-up (or until Class A share price reaches $12.50 for 20 of 30 trading days). Purchaser and holders will enter an amended registration rights agreement requiring a resale shelf to be filed within 90 days of closing.
• Sponsor support and funding: Olympian will provide up to $1.6 million in interest-free loans to the Sponsor in tranches tied to deal milestones via a promissory note; repayment is in cash unless makers elect to satisfy by transferring Parent ordinary shares at $10.00 per share. The note is not payable from the Parent trust account.

Why It Matters
This 8-K signals a definitive business combination that would take Olympian public through FWAC’s SPAC structure and sets an explicit implied valuation ($400M) for Olympian. Key next steps for investors include the SEC review and shareholder votes for both parties, Nasdaq listing approval, and satisfaction of other customary closing conditions — any of which could delay or prevent closing. Post-closing lock-ups and registration rights will affect when and how holders can sell shares, and the Sponsor loans and share-class voting structure (Class B = 10 votes) are important for governance and potential dilution considerations. Investors should review the full Merger Agreement (Exhibit 2.1) and related documents for details and risks.