Futurewave Acquisition (Nasdaq: FWACU) completes $86.25M SPAC IPO and private placement
Rhea-AI Filing Summary
Futurewave Acquisition Corporation, a Cayman Islands blank check company, completed its initial public offering of 8,625,000 units at $10.00 per unit, raising gross proceeds of $86,250,000 including the full over-allotment option. Each unit includes one ordinary share, one redeemable warrant exercisable at $11.50 per share, and one right to receive one-fourth of an ordinary share after a business combination.
Simultaneously, the sponsor purchased 255,500 private placement units at $10.00 per unit for $2,555,000. The company entered into customary SPAC agreements, listed its securities on Nasdaq, appointed three independent directors to its board and committees, and adopted an Amended and Restated Memorandum and Articles of Association effective with its registration statement.
Positive
- Completed SPAC IPO with full over-allotment: The company sold 8,625,000 units at $10.00 per unit, including 1,125,000 over-allotment units, for total gross proceeds of $86,250,000.
- Additional sponsor capital via private placement: The sponsor purchased 255,500 private placement units at $10.00 per unit, adding $2,555,000 of gross proceeds alongside the public IPO capital.
Negative
- None.
Insights
Futurewave’s IPO raises $86.25M and fully exercises its over-allotment option.
Futurewave Acquisition Corporation completed a SPAC IPO of 8,625,000 units at $10.00 each, generating gross proceeds of $86,250,000. The underwriters fully exercised their 1,125,000-unit over-allotment option, indicating sufficient demand to support the upsized offering on June 26, 2026.
The sponsor simultaneously bought 255,500 private placement units for $2,555,000, aligning its interests with public holders through similar unit terms but with transfer restrictions and registration rights. This structure is typical for SPACs, funding offering costs and providing additional capital alongside the trust account.
Governance was formalized with three independent directors, full committee structures, and adoption of amended and restated charter documents effective upon the Form S-1’s effectiveness. Subsequent filings will be key for tracking the search and evaluation of an initial business combination following the IPO closing.
8-K Event Classification
Key Figures
Key Terms
blank check company financial
over-allotment option financial
redeemable warrant financial
rights agreement financial
Investment Management Trust Agreement financial
Amended and Restated Memorandum and Articles of Association regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Futurewave Acquisition Corporation (FWAC) announce in this 8-K filing?
How much capital did Futurewave Acquisition Corporation (FWAC) raise in its SPAC IPO?
What securities are included in each FWAC unit from the IPO?
What private placement did Futurewave’s sponsor complete alongside the IPO?
On which Nasdaq markets and under what symbols do FWAC securities trade?
What governance and charter steps did Futurewave Acquisition Corporation take?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Registrant’s
telephone number, including area code: Telephone:
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
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Stock Market LLC | |||
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Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
On June 26, 2026, Futurewave Acquisition Corporation (the “Company”) consummated its initial public offering (the “IPO”) of 8,625,000 units (the “Units”), including 1,125,000 Units issued pursuant to the full exercise by the underwriters of their over-allotment option in connection with the closing of the IPO. Each Unit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right to receive one-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination, and one redeemable warrant, with each whole warrant entitling the holder thereof to purchase one Ordinary Share of the Company at an exercise price of $11.50 per share, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.
Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, acted as the sole book-running manager in connection with the offering pursuant to the Underwriting Agreement dated June 25, 2026.
In connection therewith and the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to the Company’s registration statement on Form S-1, as amended (File No. 333-295572), originally filed with the U.S. Securities and Exchange Commission on May 5, 2026 and declared effective on June 24, 2026 (the “Registration Statement”):
| ● | Underwriting Agreement, dated June 25, 2026, by and between the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as sole book-running manager for the offering, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference; | |
| ● | Rights Agreement, dated June 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as rights agent, a copy of which is filed as Exhibit 4.4 hereto and incorporated herein by reference; | |
| ● | Warrants Agreement, dated June 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is filed as Exhibit 4.4b hereto and incorporated herein by reference; | |
| ● | Letter Agreement, dated June 25, 2026, by and among the Company, its officers and directors, and Futurewave Capital Solutions Limited (the “Sponsor”), a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference; | |
| ● | Investment Management Trust Agreement, dated June 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is filed as Exhibit 10.2 hereto and incorporated herein by reference; | |
| ● | Registration Rights Agreement, dated June 25, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference; | |
| ● | Private Placement Units Purchase Agreement, dated June 25, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.6 hereto and incorporated herein by reference; and | |
| ● | Administrative Services Agreement, dated June 24, 2026, by and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.7 hereto and incorporated herein by reference; | |
| ● | Share Escrow Agreement, dated as of June 25, 2026, by and among Futurewave Acquisition Corporation, Futurewave Capital Solutions Limited, the shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent, pursuant to which the Founder Shares were deposited into escrow, a copy of which is filed as Exhibit 10.8 hereto and incorporated herein by reference. | |
| ● | Indemnification Agreements, each dated June 25, 2026, by and between the Company and each of its directors and officers, including Daniel M. McCabe, Becky Fallon, Sean Michael Deegan, and Robert Labbe, copies of which are filed as Exhibits 10.9, 10.10, 10.11 and 10.12 hereto and incorporated herein by reference. |
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Item 3.02 Unregistered Sales of Equity Securities.
Simultaneously with the consummation of the IPO and the full exercise by the underwriters of their over-allotment option, the Company consummated a private placement (the “Private Placement”) with the Sponsor for 255,500 Units (the “Private Units”) at a price of $10.00 per Private Unit, generating aggregate gross proceeds of $2,555,000. The Private Units are identical to the Units sold in the IPO, except that the Private Units are subject to certain transfer restrictions and registration rights as described in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale.
The issuance of the Private Units was made pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Effective June 24, 2026, in connection with the effectiveness of the Company’s Registration Statement, Becky Fallon, Sean Michael Deegan, and Robert Labbe became members of the board of directors (the “Board”) of the Company.
The Board has determined that each of Becky Fallon, Sean Michael Deegan, and Robert Labbe qualify as an independent director under the applicable listing standards of the Nasdaq Capital Market (“Nasdaq”) and under the rules and regulations of the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Becky Fallon, Sean Michael Deegan, and Robert Labbe serve as members of the Company’s audit committee, corporate governance and nominating committee and compensation committee. Sean Michael Deegan serves as chairperson of the audit committee, Daniel M. McCabe serves as chairperson of the corporate governance and nominating committee, and Becky Fallon serves as chairperson of the compensation committee. Sean Michael Deegan qualifies as an “audit committee financial expert” as that term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act.
The directors will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Other than the foregoing, none of the directors is party to any arrangement or understanding with any person pursuant to which they were appointed as directors, nor is any director party to any transaction required to be disclosed under Item 404(a) of Regulation S-K involving the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
On June 24, 2026, the Company adopted its Amended and Restated Memorandum and Articles of Association, which became effective upon the effectiveness of the Company’s Registration Statement.
A copy of the Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
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Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. The following exhibits are filed with this Form 8-K: |
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated June 25, 2026, by and between the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as sole book-running manager for the offering. | |
| 3.1 | Amended and Restated Memorandum and Articles of Association | |
| 4.4 | Rights Agreement, dated June 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company | |
| 4.4b | Warrants Agreement, dated June 25, 2026, by and between the Company and Continental Stock Transfer & Trust Company | |
| 10.1 | Letter Agreement, dated June 25, 2026, by and among the Company, its officers and directors, and Futurewave Capital Solutions Limited | |
| 10.2 | Investment Management Trust Agreement, dated June 24, 2026, by and between the Company and Continental Stock Transfer & Trust Company | |
| 10.3 | Registration Rights Agreement, dated June 25, 2026, by and between the Company and Futurewave Capital Solutions Limited | |
| 10.6 | Private Placement Units Purchase Agreement, dated June 25, 2026, by and between the Company and the Sponsor | |
| 10.7 | Administrative Services Agreement, dated June 24, 2026, by and between the Company and the Sponsor | |
| 10.8 | Share Escrow Agreement, dated as of June 25, 2026, by and among Futurewave Acquisition Corporation, Futurewave Capital Solutions Limited, the shareholders party thereto and Continental Stock Transfer & Trust Company, as Escrow Agent. | |
| 10.9 | Indemnification Agreement, dated June 25, 2026, by and between Futurewave Acquisition Corporation and Daniel M. McCabe. | |
| 10.10 | Indemnification Agreement, dated June 25, 2026, by and between Futurewave Acquisition Corporation and Becky Fallon. | |
| 10.11 | Indemnification Agreement, dated June 25, 2026, by and between Futurewave Acquisition Corporation and Sean Michael Deegan. | |
| 10.12 | Indemnification Agreement, dated June 25, 2026, by and between Futurewave Acquisition Corporation and Robert Labbe. | |
| 99.1 | Press Release Announcing Pricing of IPO | |
| 99.2 | Press Release Announcing Closing of IPO | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Futurewave Acquisition Corporation | ||
| Date: June 30, 2026 | By: | /s/ Daniel M. McCabe |
| Name: | Daniel M. McCabe | |
| Title: |
Chief Executive Officer and Chairman (Principal Executive Officer, Principal Accounting Officer, and Principal Financial Officer) | |
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Exhibit 99.1
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Futurewave Acquisition Corporation Prices Initial Public Offering | ||
| Your publication date and time will appear here. | Source: Futurewave Acquisition Corporation | |
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NEW YORK, June 25, 2026 (GLOBE NEWSWIRE) – Futurewave Acquisition Corporation, a blank check company incorporated in the Cayman Islands (the “Company”), today announced the pricing of its initial public offering (“IPO”) of 7,500,000 units at an offering price of $10.00 per unit, with each unit consisting of one ordinary share, one redeemable warrant, and one right. Each warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustments. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the consummation of the Company’s initial business combination. The units are expected to trade on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “FWACU” beginning today, June 25, 2026. The Company expects the IPO to close on June 26, 2026, subject to customary closing conditions. Once the securities comprising the units begin separate trading, the ordinary shares, rights and the warrants are expected to be traded on Nasdaq under the symbols “FWAC,” “FWACR” and “FWACW,” respectively. |
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Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, is acting as the sole book-running manager for the offering.
The Company has granted the underwriters a 45-day option to purchase up to 1,125,000 additional units at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
Celine and Partners, P.L.L.C. is serving as US legal counsel to the Company and O’Melveny & Meyers LLP is serving as legal counsel to Polaris, a division of Kingswood Capital Partners LLC, in the offering.
A registration statement on Form S-1 relating to the securities (File No. 333-295572) was previously filed with the Securities and Exchange Commission ("SEC") and was declared effective on June 24, 2026 pursuant to Section 8(a) of the Securities Act of 1933, as amended. This offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov. Copies of the prospectus may be obtained, when available, by contacting Kingswood Capital Partners, LLC, 126 East 56th Street, Suite 22S, New York, NY 10022, or by calling 212-487-1080 or emailing Syndicate@kingswoodUS.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Contact: admin@futurewaveacq.com |
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Futurewave Acquisition Corporation, a blank check company incorporated in the Cayman Islands (the “Company”), today announced the pricing of its initial public offering (“IPO”) of 7,500,000 units at an offering price of $10.00 per unit, with each unit consisting of one ordinary share, one redeemable warrant, and one right. Each warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 per share, subject to adjustments. Each right entitles the holder thereof to receive one-fourth (1/4) of one ordinary share upon the consummation of the Company’s initial business combination. The units are expected to trade on The Nasdaq Global Market (“Nasdaq”) under the ticker symbol “FWACU” beginning today, June 26, 2026. The Company expects the IPO to close on June 29, 2026, subject to customary closing conditions. Once the securities comprising the units begin separate trading, the ordinary shares, rights and the warrants are expected to be traded on Nasdaq under the symbols “FWAC,” “FWACR” and “FWACW,” respectively.
Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, is acting as the sole book-running manager for the offering.
The Company has granted the underwriters a 45-day option to purchase up to 1,125,000 additional units at the initial public offering price, less underwriting discounts and commissions, to cover over-allotments, if any.
Celine and Partners, P.L.L.C. is serving as US legal counsel to the Company and O’Melveny & Meyers LLP is serving as legal counsel to Polaris, a division of Kingswood Capital Partners LLC, in the offering.
A registration statement on Form S-1 relating to the securities (File No. 333-295572) was previously filed with the Securities and Exchange Commission ("SEC") and was declared effective on June 24, 2026 pursuant to Section 8(a) of the Securities Act of 1933, as amended. This offering is being made only by means of a prospectus forming part of the effective registration statement. Copies of the final prospectus, when available, may be obtained on the SEC’s website at http://www.sec.gov. Copies of the prospectus may be obtained, when available, by contacting Kingswood Capital Partners, LLC, 126 East 56th Street, Suite 22S, New York, NY 10022, or by calling 212-487-1080 or emailing Syndicate@kingswoodUS.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Contact: admin@futurewaveacq.com |
Exhibit 99.2
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Futurewave Acquisition Corporation Announces Closing of Initial Public Offering | ||
| Your publication date and time will appear here. | Source: Futurewave Acquisition Corporation | |
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NEW YORK, June 26, 2026 (GLOBE NEWSWIRE) – Acquisition Corp (Nasdaq: FWACU, the “Company”) announced today that it closed its initial public offering (“IPO”) of 8,625,000 units at an offering price of $10.00 per unit, including the 1,125,000 units issued pursuant to the full exercise by the underwriters of their over-allotment option, resulting in aggregate gross proceeds of $86,250,000, before deducting underwriting discounts and estimated offering expenses. |
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Each unit consisting of one ordinary share, one right to receive one-fourth (1/4) of one ordinary share upon the consummation of the Company’s initial business combination, and one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at an exercise price of $11.50 per share, subject to adjustment. The units are listed on The Nasdaq Capital Market (“Nasdaq”) and began trading under the ticker symbol “FWACU” on June 25, 2026. Once the securities comprising the units begin separate trading, the ordinary shares, rights and warrants are expected to be listed on Nasdaq under the symbols “FWAC,” “FWACR,” and “FWACW,” respectively.
Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, served as the sole book-running manager for the offering.
Celine and Partners, P.L.L.C. served as legal counsel to the Company. O’Melveny & Meyers LLP served as legal counsel to Polaris Advisory Partners LLC. Futurewave Capital Solutions Limited is the sponsor of the Company.
A registration statement on Form S-1 relating to the securities (File No. 333-295572) was previously filed with the Securities and Exchange Commission ("SEC") and was declared effective by the SEC on June 24, 2026. This offering was made only by means of a prospectus forming part of the effective registration statement. Copies of the prospectus may be obtained on the SEC’s website at http://www.sec.gov. Copies of the prospectus may be obtained, when available, by contacting Kingswood Capital Partners, LLC, 126 East 56th Street, Suite 22S, New York, NY 10022, or by calling 212-487-1080 or emailing Syndicate@kingswoodUS.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. |
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About Futurewave Acquisition Corporation
The Company is a blank check company incorporated in the Cayman Islands as an exempted company with limited liability for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. While the Company intends to conduct a global search for potential targets without geographic limitations, its management team has experience investing in and building businesses across the Asia-Pacific region and possesses a strong understanding of the region’s business environment, regulatory landscape and culture. The Company will not pursue an initial business combination with any entity based in, or having the majority of its operations in, Greater China. The Company is led by Mr. Daniel M. McCabe, the Company’s Chairman, Chief Executive Officer and Chief Financial Officer.
Forward-Looking Statements
This press release contains statements that constitute “forward-looking statements,” including with respect to the IPO and search for an initial business combination. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the IPO filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact:
Daniel M. McCabe Chief Executive Officer Futurewave Acquisition Corporation (212) 612-1400 |