{"success":true,"data":{"pressRelease":{"id":"154655","rtpr_id":"nGNX83XK2y-20260928","ticker":"OCLT","exchange":"NASDAQ","all_tickers":["OCLT","OCLTW"],"title":"AIRE Inc. Announces Entering into an Agreement and Plan of Merger with OceanLight Acquisition Corporation","author":"Globe Newswire","published_at":"2026-09-28T22:00:00.152Z","article_body":"NEW YORK, Sept. 28, 2026 (GLOBE NEWSWIRE) -- AIRE Inc., a Cayman Islands\nexempted company (“AIRE” or the “Company”) announced today that it has\nentered into an Agreement and Plan of Merger (the “Agreement”) with\nOceanLight Acquisition Corporation (“OceanLight”), a Cayman Islands\nexempted company and special purpose acquisition company, AIRE Global Group\nInc., a Cayman Islands exempted company and wholly owned subsidiary of\nOceanLight (the “Purchaser”), and OCLT Merger Sub Ltd., a Cayman Islands\nexempted company and wholly owned subsidiary of the Purchaser (the “Merger\nSub”), pursuant to which Merger Sub will merge with and into the Company,\nwith the Company surviving as a wholly owned subsidiary of the Purchaser, and\nOceanLight will merge with and into the Purchaser, with the Purchaser\nsurviving as the publicly traded company (the “Proposed Transaction”).\n\nAIRE is a home textile and green sleep technology company dedicated to the\ndevelopment and global commercialization leveraging environmentally friendly\nadvanced materials. The Company aims to provide customers with innovative and\ntrusted sleep solutions while remaining committed to protecting the Earth’s\necological environment.\n\nDaniel Khoo, Chief Executive Officer of AIRE, said, “We believe the Proposed\nTransaction represents an important milestone for AIRE as we continue to grow\nour textile trading business in the United States. Becoming a publicly traded\ncompany is expected to provide us with greater access to the capital markets\nand support our continued growth and development.” \n\nPing Zhang, Chief Executive Officer of OceanLight, said, “We are pleased to\npartner with AIRE in this transaction. We believe AIRE’s textile trading\nbusiness provides a strong foundation for its continued development, and we\nlook forward to working together toward the completion of the transaction.”\n\nTransaction Overview\n\nPursuant to the Agreement, OceanLight will merge with and into the Purchaser,\nits wholly owned subsidiary, with the Purchaser surviving the merger and\nbecoming the publicly listed company, and the Purchaser’s wholly owned\nsubsidiary, Merger Sub, will merge with and into AIRE, with AIRE surviving the\nmerger as a wholly owned subsidiary of the Purchaser, in each case subject to\nthe terms and conditions of the Agreement.\n\nThe Agreement provides for a Company Net Value of $1.0 billion. The number of\nClosing Payment Shares to be issued to the Company’s shareholders will be\nequal to the Company Net Value divided by $10.00. Additional information\nregarding the Proposed Transaction and pro forma ownership will be included in\nthe registration statement and other transaction-related materials to be filed\nin connection with the Proposed Transaction.\n\nThe Proposed Transaction has been approved by the board of directors of\nOceanLight and duly authorized by AIRE, subject to the requisite shareholder\napprovals, and is subject to regulatory approvals and the satisfaction of\ncertain other customary closing conditions, including, among others, the\nregistration statement on Form F-4 being declared effective by the U.S.\nSecurities and Exchange Commission (the “SEC”), the approval of the\nProposed Transaction by the shareholders of OceanLight and AIRE, respectively,\nand the approval by Nasdaq of the additional listing application for the\nClosing Payment Shares.\n\nThe description of the Proposed Transaction contained herein is only a summary\nand is qualified in its entirety by reference to the Agreement relating to the\nProposed Transaction. A more detailed description of the Proposed Transaction\nand a copy of the Agreement will be included in a Current Report on Form 8-K\nto be filed by OceanLight with the SEC and will be available on the SEC’s\nwebsite at www.sec.gov. \n\nAdvisors\n\nCeline and Partners, P.L.L.C. serves as legal advisor to OceanLight. Torres &\nZheng at Law, P.C. serves as legal advisor to AIRE. Chain Stone Capital\nLimited (CTM) is serving as financial advisor to AIRE.\n\nAbout AIRE Inc.\n\nAIRE is a home textile and green sleep technology company dedicated to the\ndevelopment and global commercialization leveraging environmentally friendly\nadvanced materials. The Company aims to provide customers with innovative and\ntrusted sleep solutions while remaining committed to protecting the Earth’s\necological environment.\n\nAbout OceanLight Acquisition Corporation\n\nOceanLight is a special purpose acquisition company incorporated as a Cayman\nIslands exempted company. OceanLight’s units are listed on the Nasdaq Global\nMarket under the symbol OCLTU, and its ordinary shares, rights and warrants\nare listed on the Nasdaq Capital Market under the symbols OCLT, OCLTR and\nOCLTW, respectively. OceanLight was formed for the purpose of effecting a\nmerger, share exchange, asset acquisition, share purchase, recapitalization,\nreorganization or similar business combination with one or more businesses or\nentities.\n\nImportant Additional Information Regarding the Transaction Will Be Filed With\nthe SEC\n\nThis press release relates to the proposed business combination between\nOceanLight and AIRE. This press release does not constitute an offer to sell\nor exchange, or the solicitation of an offer to buy or exchange, any\nsecurities, nor shall there be any sale of securities in any jurisdiction in\nwhich such offer, sale or exchange would be unlawful prior to registration or\nqualification under the securities laws of any such jurisdiction. The\nPurchaser intends to file a Registration Statement on Form F-4 (as may be\namended from time to time) with the SEC, which will include a document that\nserves as a joint prospectus and proxy statement, referred to as a proxy\nstatement/prospectus. A proxy statement/prospectus will be sent to all\nOceanLight shareholders. No offering of securities shall be made except by\nmeans of a prospectus meeting the requirements of Section 10 of the Securities\nAct of 1933, as amended, or an exemption therefrom. OceanLight and the\nPurchaser will also file other documents regarding the proposed business\ncombination with the SEC. This press release does not contain all the\ninformation that should be considered concerning the proposed business\ncombination and is not intended to form the basis of any investment decision\nor any other decision in respect of the business combination. BEFORE MAKING\nANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF OCEANLIGHT ARE URGED TO\nREAD THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER\nRELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH\nTHE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN\nIMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.\n\nInvestors and security holders will be able to obtain free copies of the\nregistration statement, the proxy statement/prospectus and all other relevant\ndocuments filed or that will be filed with the SEC by OceanLight and the\nPurchaser through the website maintained by the SEC at www.sec.gov. The\ndocuments filed in connection with the Proposed Transaction with the SEC also\nmay be obtained free of charge upon written request to OceanLight, 1185 Avenue\nof the Americas, Suite 349, New York, NY 10036. \n\nParticipants in the Solicitations\n\nOceanLight, AIRE and their respective directors, executive officers, other\nmembers of management, and employees, under SEC rules, may be deemed to be\nparticipants in the solicitation of proxies from OceanLight’s shareholders\nin connection with the proposed business combination. A list of the names of\nthe directors, executive officers, other members of management and employees\nof OceanLight and AIRE, as well as information regarding their interests in\nthe business combination, will be contained in the Registration Statement on\nForm F-4 to be filed with the SEC by Purchaser. Additional information\nregarding the interests of such potential participants in the solicitation\nprocess may also be included in other relevant documents when they are filed\nwith the SEC. You may obtain free copies of these documents from the sources\nindicated above.\n\nCaution About Forward-Looking Statements\n\nThis press release may contain forward-looking statements within the meaning\nof section 27A of the U.S. Securities Act of 1933, as amended (the\n“Securities Act”), and section 21E of the U.S. Securities Exchange Act of\n1934 (the “Exchange Act”) that are based on beliefs and assumptions and on\ninformation currently available to OceanLight and AIRE. These forward-looking\nstatements are based on OceanLight’s and AIRE’s expectations and beliefs\nconcerning future events and involve risks and uncertainties that may cause\nactual results to differ materially from current expectations. In some cases,\nyou can identify forward-looking statements by the following words: “may,”\n“will,” “could,” “would,” “should,” “expect,”\n“intend,” “plan,” “anticipate,” “believe,” “estimate,”\n“predict,” “project,” “potential,” “continue,” “ongoing,”\n“target,” “seek” or the negative or plural of these words, or other\nsimilar expressions that are predictions or indicate future events or\nprospects, although not all forward-looking statements contain these words.\nAny statements that refer to expectations, projections or other\ncharacterizations of future events or circumstances, including projections of\nmarket opportunity and market share, the capability of AIRE to execute its\nbusiness plans, including its plans to expand, the consideration to be issued\nin connection with the proposed business combination, anticipated benefits of\nthe proposed business combination and expectations related to the terms and\ntiming of the proposed business combination, are also forward-looking\nstatements.\n\nAlthough each of OceanLight and AIRE believes that it has a reasonable basis\nfor each forward-looking statement contained in this communication, each of\nOceanLight and AIRE cautions you that these statements are based on a\ncombination of facts and factors currently known and projections of the\nfuture, which are inherently uncertain. These factors are difficult to predict\naccurately and may be beyond OceanLight’s and AIRE’s control. In addition,\nthere will be risks and uncertainties described in the proxy\nstatement/prospectus on Form F-4 relating to the proposed business\ncombination, which is expected to be filed by Purchaser with the SEC and other\ndocuments filed by OceanLight or the Purchaser from time to time with the SEC.\nThese filings may identify and address other important risks and uncertainties\nthat could cause actual events and results to differ materially from those\nexpressed or implied in the forward-looking statements.\n\nThere may be additional risks that neither OceanLight nor AIRE presently knows\nor that OceanLight and AIRE currently believe are immaterial and that could\nalso cause actual results to differ from those contained in the\nforward-looking statements. In light of the significant uncertainties in these\nforward-looking statements, you should not regard these statements as a\nrepresentation or warranty by OceanLight or AIRE, their respective directors,\nofficers or employees or any other person that OceanLight and AIRE will\nachieve their objectives and plans in any specified time frame, or at all.\nForward-looking statements in this communication or elsewhere speak only as of\nthe date made. New uncertainties and risks arise from time to time, and it is\nimpossible for OceanLight or AIRE to predict these events or how they may\naffect OceanLight or AIRE. Except as required by law, neither OceanLight nor\nAIRE has any duty to, and does not intend to, update or revise the\nforward-looking statements in this communication or elsewhere after the date\nthis communication is issued. In light of these risks and uncertainties,\ninvestors should keep in mind that results, events or developments discussed\nin any forward-looking statement made in this communication may not occur.\nUncertainties and risk factors that could affect OceanLight’s and AIRE’s\nfuture performance and cause results to differ from the forward-looking\nstatements in this release include, but are not limited to: the occurrence of\nany event, change or other circumstances that could give rise to the\ntermination of the business combination; the outcome of any legal proceedings\nthat may be instituted against OceanLight or AIRE, the combined company or\nothers following the announcement of the business combination; the inability\nto complete the business combination due to the failure to obtain approval of\nthe shareholders of OceanLight or AIRE or to satisfy other conditions to\nclosing; changes to the proposed structure of the business combination that\nmay be required or appropriate as a result of applicable laws or regulations;\nthe ability to meet stock exchange listing standards following the\nconsummation of the business combination; the risk that the business\ncombination disrupts current plans and operations of OceanLight or AIRE as a\nresult of the announcement and consummation of the business combination; the\nability to recognize the anticipated benefits of the business combination,\nwhich may be affected by, among other things, competition, the ability of the\ncombined company to grow and manage growth profitably, maintain relationships\nwith customers and retain its management and key employees; costs related to\nthe business combination; changes in applicable laws or regulations;\nOceanLight’s estimates of expenditures and profitability and underlying\nassumptions with respect to shareholder redemptions; the impact of the\nCOVID-19 pandemic; changes in laws and regulations that impact AIRE; ability\nto enforce, protect and maintain intellectual property rights; and other risks\nand uncertainties set forth in the sections entitled “Risk Factors” and\n“Cautionary Note Regarding Forward-Looking Statements” in OceanLight’s\nfinal prospectus, dated August 7, 2026 and filed with the SEC on August 7,\n2026, relating to its initial public offering and in subsequent filings with\nthe SEC, including the registration statement on Form F-4 relating to the\nbusiness combination expected to be filed by the Purchaser.\n\nNo Offer or Solicitation\n\nThis communication does not constitute an offer to sell or the solicitation of\nan offer to buy any securities, or a solicitation of any vote or approval, nor\nshall there be any sale of securities in any jurisdiction in which such offer,\nsolicitation or sale would be unlawful prior to registration or qualification\nunder the securities laws of any such jurisdiction. No offering of securities\nshall be made except by means of a prospectus meeting the requirements of\nSection 10 of the Securities Act, or an exemption therefrom.\n\nFor further queries, please contact:\n\nPing Zhang\nChief Executive Officer\nOceanLight Acquisition Corporation\nEmail: admin@oceanlightacq.com\n\nDaniel Khoo\nChief Executive Officer\nAIRE Inc.\nEmail: IR@aire-usa.com\n\n\n\nGlobeNewswire, Inc. 2026","article_body_html":"","raw_payload":{"data":{"id":"nGNX83XK2y-20260928","title":"AIRE Inc. Announces Entering into an Agreement and Plan of Merger with OceanLight Acquisition Corporation","author":"Globe Newswire","ticker":"OCLT","created":"2026-09-28T22:00:00.152Z","tickers":["OCLT","OCLTW"],"exchange":"NASDAQ","article_body":"NEW YORK, Sept. 28, 2026 (GLOBE NEWSWIRE) -- AIRE Inc., a Cayman Islands\nexempted company (“AIRE” or the “Company”) announced today that it has\nentered into an Agreement and Plan of Merger (the “Agreement”) with\nOceanLight Acquisition Corporation (“OceanLight”), a Cayman Islands\nexempted company and special purpose acquisition company, AIRE Global Group\nInc., a Cayman Islands exempted company and wholly owned subsidiary of\nOceanLight (the “Purchaser”), and OCLT Merger Sub Ltd., a Cayman Islands\nexempted company and wholly owned subsidiary of the Purchaser (the “Merger\nSub”), pursuant to which Merger Sub will merge with and into the Company,\nwith the Company surviving as a wholly owned subsidiary of the Purchaser, and\nOceanLight will merge with and into the Purchaser, with the Purchaser\nsurviving as the publicly traded company (the “Proposed Transaction”).\n\nAIRE is a home textile and green sleep technology company dedicated to the\ndevelopment and global commercialization leveraging environmentally friendly\nadvanced materials. The Company aims to provide customers with innovative and\ntrusted sleep solutions while remaining committed to protecting the Earth’s\necological environment.\n\nDaniel Khoo, Chief Executive Officer of AIRE, said, “We believe the Proposed\nTransaction represents an important milestone for AIRE as we continue to grow\nour textile trading business in the United States. Becoming a publicly traded\ncompany is expected to provide us with greater access to the capital markets\nand support our continued growth and development.” \n\nPing Zhang, Chief Executive Officer of OceanLight, said, “We are pleased to\npartner with AIRE in this transaction. We believe AIRE’s textile trading\nbusiness provides a strong foundation for its continued development, and we\nlook forward to working together toward the completion of the transaction.”\n\nTransaction Overview\n\nPursuant to the Agreement, OceanLight will merge with and into the Purchaser,\nits wholly owned subsidiary, with the Purchaser surviving the merger and\nbecoming the publicly listed company, and the Purchaser’s wholly owned\nsubsidiary, Merger Sub, will merge with and into AIRE, with AIRE surviving the\nmerger as a wholly owned subsidiary of the Purchaser, in each case subject to\nthe terms and conditions of the Agreement.\n\nThe Agreement provides for a Company Net Value of $1.0 billion. The number of\nClosing Payment Shares to be issued to the Company’s shareholders will be\nequal to the Company Net Value divided by $10.00. Additional information\nregarding the Proposed Transaction and pro forma ownership will be included in\nthe registration statement and other transaction-related materials to be filed\nin connection with the Proposed Transaction.\n\nThe Proposed Transaction has been approved by the board of directors of\nOceanLight and duly authorized by AIRE, subject to the requisite shareholder\napprovals, and is subject to regulatory approvals and the satisfaction of\ncertain other customary closing conditions, including, among others, the\nregistration statement on Form F-4 being declared effective by the U.S.\nSecurities and Exchange Commission (the “SEC”), the approval of the\nProposed Transaction by the shareholders of OceanLight and AIRE, respectively,\nand the approval by Nasdaq of the additional listing application for the\nClosing Payment Shares.\n\nThe description of the Proposed Transaction contained herein is only a summary\nand is qualified in its entirety by reference to the Agreement relating to the\nProposed Transaction. A more detailed description of the Proposed Transaction\nand a copy of the Agreement will be included in a Current Report on Form 8-K\nto be filed by OceanLight with the SEC and will be available on the SEC’s\nwebsite at www.sec.gov. \n\nAdvisors\n\nCeline and Partners, P.L.L.C. serves as legal advisor to OceanLight. Torres &\nZheng at Law, P.C. serves as legal advisor to AIRE. Chain Stone Capital\nLimited (CTM) is serving as financial advisor to AIRE.\n\nAbout AIRE Inc.\n\nAIRE is a home textile and green sleep technology company dedicated to the\ndevelopment and global commercialization leveraging environmentally friendly\nadvanced materials. The Company aims to provide customers with innovative and\ntrusted sleep solutions while remaining committed to protecting the Earth’s\necological environment.\n\nAbout OceanLight Acquisition Corporation\n\nOceanLight is a special purpose acquisition company incorporated as a Cayman\nIslands exempted company. OceanLight’s units are listed on the Nasdaq Global\nMarket under the symbol OCLTU, and its ordinary shares, rights and warrants\nare listed on the Nasdaq Capital Market under the symbols OCLT, OCLTR and\nOCLTW, respectively. OceanLight was formed for the purpose of effecting a\nmerger, share exchange, asset acquisition, share purchase, recapitalization,\nreorganization or similar business combination with one or more businesses or\nentities.\n\nImportant Additional Information Regarding the Transaction Will Be Filed With\nthe SEC\n\nThis press release relates to the proposed business combination between\nOceanLight and AIRE. This press release does not constitute an offer to sell\nor exchange, or the solicitation of an offer to buy or exchange, any\nsecurities, nor shall there be any sale of securities in any jurisdiction in\nwhich such offer, sale or exchange would be unlawful prior to registration or\nqualification under the securities laws of any such jurisdiction. The\nPurchaser intends to file a Registration Statement on Form F-4 (as may be\namended from time to time) with the SEC, which will include a document that\nserves as a joint prospectus and proxy statement, referred to as a proxy\nstatement/prospectus. A proxy statement/prospectus will be sent to all\nOceanLight shareholders. No offering of securities shall be made except by\nmeans of a prospectus meeting the requirements of Section 10 of the Securities\nAct of 1933, as amended, or an exemption therefrom. OceanLight and the\nPurchaser will also file other documents regarding the proposed business\ncombination with the SEC. This press release does not contain all the\ninformation that should be considered concerning the proposed business\ncombination and is not intended to form the basis of any investment decision\nor any other decision in respect of the business combination. BEFORE MAKING\nANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF OCEANLIGHT ARE URGED TO\nREAD THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER\nRELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH\nTHE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN\nIMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.\n\nInvestors and security holders will be able to obtain free copies of the\nregistration statement, the proxy statement/prospectus and all other relevant\ndocuments filed or that will be filed with the SEC by OceanLight and the\nPurchaser through the website maintained by the SEC at www.sec.gov. The\ndocuments filed in connection with the Proposed Transaction with the SEC also\nmay be obtained free of charge upon written request to OceanLight, 1185 Avenue\nof the Americas, Suite 349, New York, NY 10036. \n\nParticipants in the Solicitations\n\nOceanLight, AIRE and their respective directors, executive officers, other\nmembers of management, and employees, under SEC rules, may be deemed to be\nparticipants in the solicitation of proxies from OceanLight’s shareholders\nin connection with the proposed business combination. A list of the names of\nthe directors, executive officers, other members of management and employees\nof OceanLight and AIRE, as well as information regarding their interests in\nthe business combination, will be contained in the Registration Statement on\nForm F-4 to be filed with the SEC by Purchaser. Additional information\nregarding the interests of such potential participants in the solicitation\nprocess may also be included in other relevant documents when they are filed\nwith the SEC. You may obtain free copies of these documents from the sources\nindicated above.\n\nCaution About Forward-Looking Statements\n\nThis press release may contain forward-looking statements within the meaning\nof section 27A of the U.S. Securities Act of 1933, as amended (the\n“Securities Act”), and section 21E of the U.S. Securities Exchange Act of\n1934 (the “Exchange Act”) that are based on beliefs and assumptions and on\ninformation currently available to OceanLight and AIRE. These forward-looking\nstatements are based on OceanLight’s and AIRE’s expectations and beliefs\nconcerning future events and involve risks and uncertainties that may cause\nactual results to differ materially from current expectations. In some cases,\nyou can identify forward-looking statements by the following words: “may,”\n“will,” “could,” “would,” “should,” “expect,”\n“intend,” “plan,” “anticipate,” “believe,” “estimate,”\n“predict,” “project,” “potential,” “continue,” “ongoing,”\n“target,” “seek” or the negative or plural of these words, or other\nsimilar expressions that are predictions or indicate future events or\nprospects, although not all forward-looking statements contain these words.\nAny statements that refer to expectations, projections or other\ncharacterizations of future events or circumstances, including projections of\nmarket opportunity and market share, the capability of AIRE to execute its\nbusiness plans, including its plans to expand, the consideration to be issued\nin connection with the proposed business combination, anticipated benefits of\nthe proposed business combination and expectations related to the terms and\ntiming of the proposed business combination, are also forward-looking\nstatements.\n\nAlthough each of OceanLight and AIRE believes that it has a reasonable basis\nfor each forward-looking statement contained in this communication, each of\nOceanLight and AIRE cautions you that these statements are based on a\ncombination of facts and factors currently known and projections of the\nfuture, which are inherently uncertain. These factors are difficult to predict\naccurately and may be beyond OceanLight’s and AIRE’s control. In addition,\nthere will be risks and uncertainties described in the proxy\nstatement/prospectus on Form F-4 relating to the proposed business\ncombination, which is expected to be filed by Purchaser with the SEC and other\ndocuments filed by OceanLight or the Purchaser from time to time with the SEC.\nThese filings may identify and address other important risks and uncertainties\nthat could cause actual events and results to differ materially from those\nexpressed or implied in the forward-looking statements.\n\nThere may be additional risks that neither OceanLight nor AIRE presently knows\nor that OceanLight and AIRE currently believe are immaterial and that could\nalso cause actual results to differ from those contained in the\nforward-looking statements. In light of the significant uncertainties in these\nforward-looking statements, you should not regard these statements as a\nrepresentation or warranty by OceanLight or AIRE, their respective directors,\nofficers or employees or any other person that OceanLight and AIRE will\nachieve their objectives and plans in any specified time frame, or at all.\nForward-looking statements in this communication or elsewhere speak only as of\nthe date made. New uncertainties and risks arise from time to time, and it is\nimpossible for OceanLight or AIRE to predict these events or how they may\naffect OceanLight or AIRE. Except as required by law, neither OceanLight nor\nAIRE has any duty to, and does not intend to, update or revise the\nforward-looking statements in this communication or elsewhere after the date\nthis communication is issued. In light of these risks and uncertainties,\ninvestors should keep in mind that results, events or developments discussed\nin any forward-looking statement made in this communication may not occur.\nUncertainties and risk factors that could affect OceanLight’s and AIRE’s\nfuture performance and cause results to differ from the forward-looking\nstatements in this release include, but are not limited to: the occurrence of\nany event, change or other circumstances that could give rise to the\ntermination of the business combination; the outcome of any legal proceedings\nthat may be instituted against OceanLight or AIRE, the combined company or\nothers following the announcement of the business combination; the inability\nto complete the business combination due to the failure to obtain approval of\nthe shareholders of OceanLight or AIRE or to satisfy other conditions to\nclosing; changes to the proposed structure of the business combination that\nmay be required or appropriate as a result of applicable laws or regulations;\nthe ability to meet stock exchange listing standards following the\nconsummation of the business combination; the risk that the business\ncombination disrupts current plans and operations of OceanLight or AIRE as a\nresult of the announcement and consummation of the business combination; the\nability to recognize the anticipated benefits of the business combination,\nwhich may be affected by, among other things, competition, the ability of the\ncombined company to grow and manage growth profitably, maintain relationships\nwith customers and retain its management and key employees; costs related to\nthe business combination; changes in applicable laws or regulations;\nOceanLight’s estimates of expenditures and profitability and underlying\nassumptions with respect to shareholder redemptions; the impact of the\nCOVID-19 pandemic; changes in laws and regulations that impact AIRE; ability\nto enforce, protect and maintain intellectual property rights; and other risks\nand uncertainties set forth in the sections entitled “Risk Factors” and\n“Cautionary Note Regarding Forward-Looking Statements” in OceanLight’s\nfinal prospectus, dated August 7, 2026 and filed with the SEC on August 7,\n2026, relating to its initial public offering and in subsequent filings with\nthe SEC, including the registration statement on Form F-4 relating to the\nbusiness combination expected to be filed by the Purchaser.\n\nNo Offer or Solicitation\n\nThis communication does not constitute an offer to sell or the solicitation of\nan offer to buy any securities, or a solicitation of any vote or approval, nor\nshall there be any sale of securities in any jurisdiction in which such offer,\nsolicitation or sale would be unlawful prior to registration or qualification\nunder the securities laws of any such jurisdiction. No offering of securities\nshall be made except by means of a prospectus meeting the requirements of\nSection 10 of the Securities Act, or an exemption therefrom.\n\nFor further queries, please contact:\n\nPing Zhang\nChief Executive Officer\nOceanLight Acquisition Corporation\nEmail: admin@oceanlightacq.com\n\nDaniel Khoo\nChief Executive Officer\nAIRE Inc.\nEmail: IR@aire-usa.com\n\n\n\nGlobeNewswire, Inc. 2026"},"type":"article","timestamp":"2026-09-28T22:00:00.199427039Z","server_sent_at_ms":1790632800199},"received_at":"2026-09-28T22:00:00.769Z","source_url":null},"analysis":{"id":"143416","press_release_id":"154655","analysis_json":{"industry":{"label":"Special Purpose Acquisition Corp (SPAC)","sector":"Financials"},"redFlags":["deal subject to F-4 effectiveness, dual shareholder approvals, and Nasdaq listing approval -- not certain to close","shareholder redemptions could affect the combined company's capitalization","$1.0 billion net value for a private textile trading company implies substantial issuance of Closing Payment Shares"],"eventType":"m_and_a","narrative":"OceanLight Acquisition Corporation (Nasdaq: OCLT) has signed a definitive Agreement and Plan of Merger with AIRE Inc., a Cayman Islands home textile and green sleep technology company, marking the SPAC's business combination announcement.\n\nThe deal sets AIRE's Company Net Value at $1.0 billion, with Closing Payment Shares to AIRE shareholders calculated as that value divided by $10.00; AIRE will survive as a subsidiary of Purchaser AIRE Global Group Inc., which becomes the publicly traded company.\n\nClosing remains subject to SEC effectiveness of the Form F-4, shareholder approvals of both companies, and Nasdaq approval of the additional listing application.","sentiment":"bullish","agentHooks":{"shouldPost":true,"suggestedAngle":"SPAC OCLT finds its de-SPAC target in AIRE at a $1.0B valuation -- watch F-4 filing and redemption levels."},"keyFigures":{"dealValueUsd":"$1.0 billion","customDimensions":{"structure":"Merger Sub merges into AIRE; AIRE survives as subsidiary of Purchaser (AIRE Global Group Inc.), which becomes the publicly traded company","company_net_value":"$1.0 billion","share_price_equivalent":"$10.00"}},"quotedText":"We believe the Proposed Transaction represents an important milestone for AIRE as we continue to grow our textile trading business in the United States.","namedEntities":{"people":[{"name":"Daniel Khoo","role":"CEO of AIRE Inc."},{"name":"Ping Zhang","role":"CEO of OceanLight Acquisition Corporation"}],"products":["home textiles","green sleep technology products"],"companies":[{"name":"OceanLight Acquisition Corporation","ticker":"OCLT","relationship":"SPAC / acquirer (filer)"},{"name":"AIRE Inc.","relationship":"merger target"},{"name":"AIRE Global Group Inc.","relationship":"Purchaser, wholly owned subsidiary of OceanLight to become publicly traded company"},{"name":"OCLT Merger Sub Ltd.","relationship":"merger sub"},{"name":"Celine and Partners, P.L.L.C.","relationship":"legal advisor to OceanLight"},{"name":"Torres & Zheng at Law, P.C.","relationship":"legal advisor to AIRE"},{"name":"Chain Stone Capital Limited (CTM)","relationship":"financial advisor to AIRE"}],"dollarAmounts":[{"amount":"$1.0 billion","context":"Company Net Value of AIRE under the merger agreement"},{"amount":"$10.00","context":"divisor used to determine Closing Payment Shares issued to AIRE shareholders"}]},"materialImpact":{"score":5,"reasoning":"SPAC OceanLight (OCLT) has signed a definitive merger agreement with target AIRE Inc. at an implied $1.0 billion company net value. 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