- OceanLight announced a definitive merger agreement with AIRE Inc. on September 28, 2026 — 49 days after its $115M Nasdaq IPO closed on August 10.
- The transaction is structured on a $1.0 billion Company Net Value basis, the figure used to calculate share issuance to AIRE's existing owners.
- AIRE is a home textile and green sleep technology company developing environmentally friendly advanced materials, continuing to grow its textile trading business in the United States.
- The surviving public company will be AIRE Global Group Inc. No new ticker symbol or PIPE financing has been announced.
- Closing is subject to SEC registration statement effectiveness, an OceanLight shareholder vote, and other customary closing conditions. No specific closing date has been announced.
The Announcement
On September 28, 2026, OceanLight Acquisition Corporation announced it had entered into a definitive Agreement and Plan of Merger with AIRE Inc. The announcement arrives 49 days after OceanLight’s $115 million Nasdaq IPO closed on August 10, 2026 — one of the faster SPAC-to-target timelines in the Luminark-tracked portfolio.
The transaction is structured on a $1.0 billion Company Net Value basis — the valuation figure used to calculate the number of shares issued to AIRE’s existing shareholders in the combination. The release does not disclose a PIPE financing component or a specific target closing date.
About AIRE
AIRE Inc. describes itself as a home textile and green sleep technology company dedicated to the development and global commercialization of environmentally friendly advanced materials. The company has been growing its textile trading business in the United States.
“We believe the Proposed Transaction represents an important milestone for AIRE as we continue to grow our textile trading business in the United States. Becoming a publicly traded company is expected to provide us with greater access to the capital markets and support our continued growth and development.”
Transaction Structure
Per the announcement, the surviving public entity in the combination will be AIRE Global Group Inc., referred to in the agreement as the Purchaser. The release does not name the merger-subsidiary entities or detail the full step-by-step structure; that level of detail typically follows in the Form S-4/proxy registration statement filed ahead of the shareholder vote.
“We are pleased to partner with AIRE in this transaction. We believe AIRE’s textile trading business provides a strong foundation for its continued development, and we look forward to working together toward the completion of the transaction.”
Path to Closing
The transaction is subject to customary closing conditions, including SEC registration statement effectiveness, approval by OceanLight shareholders, and other closing conditions typical of a de-SPAC business combination. No specific closing timeline has been publicly announced.
Luminark Holdings Portfolio Context
OceanLight is the third Luminark-tracked SPAC to announce a definitive business combination, following QuasarEdge Acquisition Corp’s merger with Robseek Intelligence Inc. (~$1B pre-money) and GalaxyEdge Acquisition Corp’s merger with Rongcheng Group Limited ($350M pre-money). It was announced the same week as FutureWave Acquisition Corp’s own definitive merger agreement with Olympian Group Inc. — two Luminark-tracked vehicles reaching signed combinations within 48 hours of each other. Contact Luminark Holdings for more on the SPAC portfolio pipeline.