New York and Hong Kong, September 28 (Reuters/ GlobeNewswire ) – Futurewave Acquisition Corporation (Nasdaq ticker: FWAC, hereinafter referred to as “Futurewave”) is a Special Purpose Acquisition Company (SPAC) incorporated in the Cayman Islands, and Olympian Group Inc is an exempt company in the Cayman Islands (hereinafter referred to as “Olympian”). Both parties announced today that they have signed the final “Merger Agreement and Merger Plan” (hereinafter referred to as the “Merger Agreement”) on September 28, 2026. Olympian provides solutions through its wholly-owned Hong Kong subsidiary HK Shang Ge Industrial Limited, focusing on integrated circuit and electronic component solutions for Hong Kong, including product solutions and value-added services. Upon completion of the transaction as stipulated in the Merger Agreement, the merged company is expected to list on NASDAQ. The proposed transaction is subject to customary closing conditions, including regulatory and shareholder approvals.

Integrated chip and electronic component solutions in Hong Kong

Olympian Group Inc is a Cayman Islands exempt company and also the holding company of HK Shang Ge Industrial Limited. HK Shang Ge Industrial Limited is a private company registered and existing under Hong Kong law. Through this subsidiary, Olympian serves as a provider of solutions focusing on integrated chips and electronic components. The company's business covers the fields of automotive electronics and industrial connections, combining upstream semiconductor and electronic component resources with downstream application and product demands. Its vertically oriented business model focuses on developing and delivering integrated electronic component solutions for specific use cases, encompassing component selection, specification matching, and supply chain integration. With this model, Olympian is positioned at key points in the automotive electronics and industrial connection value chain, supporting the ever-changing needs of smart vehicles, connected industrial systems, and other technology-driven applications.

Management Commentary

Olympian Group Inc. CEO Cui Hantao stated: "Our business is not just about transporting chips and electronic components from one place to another. What customers need are partners who can organize vertical supply chains, match the right product solutions with their applications, and deliver them with speed and reliability. This proposed merger is aimed at providing Olympian with a listing platform and more resources to deepen these capabilities and expand the solutions we offer."

Futurewave CEO Daniel M. McCabe states: "The goal of Futurewave is to find a company led by a management team with a clear business focus, a solid market position, and an emphasis on long-term customer relationships. We believe that Olympian's solution model, which is centered around a vertical supply chain, meets these requirements. We look forward to collaborating with the Olympian team to complete the proposed transaction and support the development of the merged company as a NASDAQ-listed entity."

Transaction Overview

According to the terms of the merger agreement, (i) Futurewave will merge with and be incorporated into Futurewave's wholly-owned subsidiary, a Cayman Islands exempt company known as Olympian Global Inc (hereinafter referred to as “Purchaser”), with Purchaser continuing to exist after the merger (hereinafter referred to as “restructuring merger”); (ii) concurrently with the restructuring merger, FWAC Merger Sub Ltd (a Cayman Islands exempt company and also a wholly-owned subsidiary of Purchaser, hereinafter referred to as “Merger Sub”) will merge with and be incorporated into Olympian, with Olympian continuing to exist after the merger as a wholly-owned subsidiary of Purchaser (hereinafter referred to as “acquisition merger”). The Purchaser resulting from the restructuring merger will be referred to as “PubCo”.

Upon the effective reorganization and merger, (i) each unit of Futurewave that has been issued and is in circulation will automatically be split into 1 share of Futurewave common stock, 1 warrant of Futurewave, and 1 right of Futurewave; (ii) each share of Futurewave common stock will be converted into 1 share of Purchaser A class common stock; (iii) each warrant of Futurewave will be converted into 1 warrant of Purchaser; (iv) each right of Futurewave will be converted into 1 right of Purchaser. At the time of transaction settlement, each right of Purchaser will be cancelled in exchange for 1/4 share of Purchaser A class common stock. The handling of fractional shares will be in accordance with the merger agreement.

After the acquisition and merger settlement, the shareholders of Olympian will receive a total of 40 million shares of Purchaser common stock, valued at $10.00 per share, corresponding to a net value of $400 million for the company. The Purchaser common stock awarded to the key founders listed in the merger agreement will be of the Purchaser B class, while the remaining shares distributed to the shareholders of Olympian will be of the Purchaser A class. Each share of Purchaser A class common stock carries 1 voting right, and each share of Purchaser B class common stock carries 10 voting rights, and may be converted by the holder into 1 share of Purchaser A class common stock.

After the reorganization and merger are completed, the board of directors of PubCo will consist of 5 directors, including 1 independent director appointed by Futurewave and 4 directors appointed by Olympian. In addition, a majority of the directors must meet the requirements for independent directors under applicable securities laws and NASDAQ regulations. The merger agreement also stipulates that there will be a lock-up period on the Purchaser common shares issued to the key founding shareholders of Olympian. This lock-up period will last until either 6 months after the transaction is completed or until the closing price of Purchaser A class common shares reaches or exceeds $12.50 for 20 consecutive trading days over any 30-day period, whichever occurs first, subject to customary exceptions that permit transfers.

For more information regarding the proposed transaction, including a copy of the merger agreement, it will be disclosed in the 8-K filing submitted by Futurewave to the U.S. Securities and Exchange Commission (SEC), and can be viewed at www.sec.gov.

Consultant

Celine and Partners, P.L.L.C serve as the legal counsel for Futurewave. Loeb & Loeb LLP act as the legal counsel for Olympian. Chain Stone Capital Limited ("CTM") serves as the financial advisor for Olympian.

Regarding Olympian Group Inc.

Olympian Group Inc is a Cayman Islands exempt company and also the holding company of HK Shang Ge Industrial Limited. Through its wholly-owned Hong Kong subsidiary, Olympian is a service provider focused on vertically integrated chip and electronic component solutions, with its business covering the supply chain, product solutions, and value-added services that prioritize customer compliance.

About Futurewave Acquisition Corporation

Futurewave Acquisition Corporation is a Cayman Islands exempt company established for the purpose of merging with one or more enterprises or entities, conducting share exchanges, asset acquisitions, share purchases, capital restructurings, reorganizations, or similar business combinations. The units, common shares, warrants, and rights of Futurewave are traded on the NASDAQ capital market under the symbols FWACU, FWAC, FWACW, and FWACR.

Supplementary information and methods of reference

The proposed transaction will be submitted to the shareholders of Futurewave for review and approval. Regarding the transaction described in this document, Futurewave and Olympian intend to jointly submit a F-4 registration statement (which may be revised from time to time) to SEC. The registration statement will include the power of attorney/prospectus related to this transaction (hereinafter referred to as the “registration statement”). After the registration statement is submitted and takes effect, the final power of attorney and proxy cards will be mailed to the shareholders of Futurewave as of the pending registration date in order to vote on the general meeting of shareholders related to the proposed transaction. Shareholders of Futurewave may also obtain copies of the registration statement and power of attorney for free from Futurewave. Once the registration statement and power of attorney are available, they can also be obtained for free on the SEC website at www.sec.gov, or by writing to Futurewave at: 1185 Avenue of the Americas Suite 349, New York NY 10036.

Investors and security holders of Futurewave are urged to read these materials (including any revisions or supplements), as well as any other relevant documents submitted by Futurewave and Olympian to SEC in regard to trading matters, as these documents will contain important information regarding Futurewave, Olympian, and the transactions.

Recruiting Participants

Futurewave, Purchaser, Merger Sub, the company, several shareholders of the company, and their respective directors, executives, employees, and other individuals may be considered participants in soliciting proxy votes from Futurewave shareholders regarding the proposed transaction. In accordance with SEC rules, information regarding those who may be considered participants in soliciting votes from Futurewave shareholders in the proposed transaction will be listed in the proxy forms/prospectus submitted to SEC. For more information about Futurewave's directors and executives and their holdings of Futurewave securities, please refer to the initial public offering prospectus issued by Futurewave on June 25, 2026, and submitted to SEC on June 26, 2026, as well as other reports subsequently submitted to SEC. Additional information regarding the interests of the solicitation participants will be provided when the proxy forms/prospectus for the proposed transaction are available. Shareholders, potential investors, and other relevant parties should carefully read the proxy forms/prospectus available at that time before making any voting or investment decisions. These documents can be obtained free of charge from the aforementioned sources.

Compulsory requirement:

This report does not constitute a commission, consent, or authorization to solicit for any securities or any combination of businesses. This report does not constitute an offer to sell any securities or a solicitation of offers to purchase any securities; no securities sales may be conducted in any relevant state or jurisdiction where such offers, solicitations, or sales are illegal prior to registration or qualification as required by securities laws. No securities issuance may be undertaken unless through a prospectus that complies with the requirements of Section 10 of the revised Securities Act of 1933, or unless an exemption applies.

Warning Regarding Forward-Looking Statements

This press release contains “forward-looking statements”, including but not limited to expectations regarding the proposed transaction involving PubCo and its future financial and operating results, the anticipated completion time of the proposed transaction, the expected growth of the industry and market in which Olympian operates, the success and customer acceptance of Olympian’s product solutions and value-added services, as well as other aspects of Olympian’s operations, plans, objectives, opportunities, expected or operating results, the anticipated equity structure of PubCo, and the likelihood and ability of all parties to successfully complete the proposed transaction. The use of terms such as “may”, “should”, “will”, “believe”, “expect”, “anticipate”, “intend”, “estimated”, “target”, “project”, and similar expressions is intended to identify these forward-looking statements. Please do not regard forward-looking statements as predictions of future events.Such statements are based on the current judgment and expectations of the management of Futurewave and Olympian. They are naturally subject to significant commercial, economic, and competitive risks, uncertainties, and other factors, including both known and unknown elements, which are difficult to predict and generally beyond the control of Futurewave and Olympian. As a result, there may be significant differences between actual results and the timing of future events compared to the forward-looking statements in this press release. These include, but are not limited to: (1) Olympian and Futurewave's inability to complete the initial business merger within the time limits stipulated by the revised and restated articles of association and bylaws of Futurewave; (2) Olympian's business performance; (3) any events, changes, or other circumstances that could lead to the termination of the merger agreement related to the proposed business merger; (4) any potential litigation, government and regulatory proceedings, as well as the outcomes of investigations and inquiries involving all parties to the transaction; (5) the inability to complete the business merger, including failure to obtain approval from Futurewave shareholders or non-compliance with other conditions specified in the merger agreement; (6) delays in obtaining the necessary regulatory approvals required to complete the merger agreement or the inability to obtain such approvals; (7) the inability for the company's securities to be listed or to maintain their listing on NASDAQ after the business merger; (8) the risk that the announcement and completion of the business merger may disrupt current plans and operations; (9) the risk of not achieving the expected benefits from the business merger, which may be affected by competition, the growth and profitability of the merged company, and the ability to retain key employees; (10) costs associated with the business merger; (11) changes in applicable laws or regulations; (12) Olympian or the merged company may be adversely affected by other economic, commercial, and/or competitive factors; and (13) other risks and uncertainties identified in the registration statement and other documents submitted to SEC by Futurewave and Purchaser.Including the content described in the "Risk Factors" section. The forward-looking statements contained in this document are also subject to additional risks, uncertainties, and factors mentioned in the IPO prospectus issued by Futurewave on June 25, 2026, as well as other documents that Futurewave and Olympian may submit from time to time to SEC. We remind you not to rely excessively on forward-looking statements as predictions of future performance, as the financial information and other information listed are based on estimates and assumptions that themselves face various significant risks, uncertainties, and other factors, many of which are beyond the control of Futurewave or Olympian. The forward-looking statements in this press release are only valid as of the date of issuance, and Futurewave and Olympian assume no intention or obligation to update any forward-looking statements due to developments that occur after the issuance date. The forecasts and estimates regarding the Olympian industry and end markets are based on sources deemed reliable by Futurewave and Olympian, but no guarantee is provided that these forecasts and estimates will be entirely or partially accurate. Annualized, pro forma, forecast, and estimated figures are for illustrative purposes only and do not constitute predictions, and may not reflect actual results.

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