OceanLight Acquisition Corp Announces Merger with AIRE Inc., $1.0B Valuation

What Happened
OceanLight Acquisition Corp (OCLT) announced on Sept. 28, 2026 that it entered into a definitive Agreement and Plan of Merger to complete a business combination with AIRE Inc. under which OceanLight (the Parent) will complete a SPAC merger and AIRE will become a wholly‑owned subsidiary of the combined company. The parties agreed an implied Company net value of $1,000,000,000, under which AIRE shareholders (other than excluded shares) will receive a portion of 100,000,000 Purchaser ordinary shares valued at $10.00 per share.

Key Details

• Merger Agreement dated September 28, 2026; 8‑K filed Sept. 30, 2026.
• Transaction mechanics: (i) Parent merges into Purchaser (SPAC Merger); (ii) Merger Sub merges into AIRE, leaving AIRE as a wholly‑owned subsidiary (Acquisition Merger).
• Consideration: 100,000,000 Purchaser ordinary shares allocated to Company shareholders based on $1.0B agreed net value ($10.00/share). Purchaser rights will be cancelled for 1/4 of one Purchaser ordinary share (subject to fractional‑share treatment).
• Governance and management: immediately after closing, Purchaser’s board expected to have five directors designated by AIRE, with three independent under Nasdaq rules; AIRE officers become Purchaser officers.
• Closing conditions and timeline: customary closing conditions (shareholder approvals, SEC effectiveness of Form F‑4/registration statement, Nasdaq listing approval). Outside termination date set for August 10, 2027 (subject to permitted extensions).
• Lock‑ups & support: Principal shareholder (Everque Limited) and OceanLight sponsor signed support agreements and certain AIRE shareholders and the sponsor will be subject to post‑closing lock‑ups (generally six months or until a $12.50 price/volume condition).
• Break‑up fee: certain terminations may trigger a $500,000 fee payable by the breaching or delaying party.

Why It Matters
This 8‑K notifies investors that OceanLight intends to combine with AIRE in a SPAC business combination that values AIRE at $1.0 billion and aims to list the combined company on Nasdaq. Key near‑term milestones for investors are shareholder votes, SEC clearance of the Form F‑4 (including the proxy/prospectus), and Nasdaq listing approval. The agreement includes standard covenants, shareholder and sponsor support, and lock‑ups that affect post‑closing share transferability. Investors should watch for the registration statement/proxy, any updates on regulatory or listing approvals, and the scheduled shareholder votes.