HAVA Signs $300M SPAC Merger with OAG International — Full Terms Disclosed
HAVA is trading near its 52-week low of $9.87 (3.7% above the low) on light trading volume (0.1× avg).
Summary
HAVA signed a definitive $300 million SPAC merger with OAG International, a pipeline services company. The 8-K discloses full terms including a $10 million minimum cash condition, $30 million post-closing financing requirement, and a $149.8 million trust account balance.
Key Events · M&A and Partnerships · HAVA
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$300M Business Combination Signed
HAVA entered into a definitive agreement with OAG International Ltd on September 25, 2026, valuing OAG at $300 million. OAG shareholders receive PubCo shares based on an exchange ratio of $300M / $10.00 per share divided by OAG's outstanding shares.
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Minimum Cash Condition of $10M
First Closing requires trust account cash (net of redemptions) plus committed financing minus transaction expenses to equal or exceed $10 million. Trust account held approximately $149.8 million as of September 21, 2026.
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$30M Post-Closing Financing Required
HAVA and OAG must use reasonable best efforts to identify $30 million in equity investments within nine months after the Second Closing.
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Lock-Up with $12.00 Early Release
Sponsors and OAG shareholders are locked up for six months, with early release if PubCo shares trade at or above $12.00 for 20 of 30 trading days commencing 150 days after closing.
Analysis · HAVA · Real Estate & Construction
A definitive business combination agreement has been signed with OAG International Ltd, a global pipeline construction and integrity services provider, valuing OAG at $300 million. The 8-K discloses the full deal terms for the first time: HAVA shareholders receive one PubCo ordinary share per HAVA Class A share, while OAG shareholders receive shares based on an exchange ratio of $300 million divided by $10.00 per share divided by OAG's outstanding shares. The deal requires a minimum of $10 million in cash at closing (trust account plus financing minus expenses), and the parties must identify $30 million in equity financing within nine months after the second closing. The trust account held approximately $149.8 million as of September 21, 2026. This is a transformative event for a SPAC that previously disclosed a going concern warning and ineffective internal controls — the merger provides a path to becoming an operating company, but completion remains subject to shareholder approval, regulatory clearance, and Nasdaq listing. The lock-up releases early if PubCo shares trade at or above $12.00 for 20 of 30 trading days starting 150 days after closing.
How filings like this one have moved
In the 30 days to Sep 30, 2026, 34.9% of the 1009 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.52%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, HAVA was trading at $10.24 on NASDAQ in the Real Estate & Construction sector, with a market capitalization of approximately $211.9M. The 52-week trading range was $9.87 to $10.24. This filing was assessed with positive market sentiment and an importance score of 8 out of 10.