[8-K] LightWave Acquisition Corp. Units Reports Material Event

Rhea-AI Filing Summary

LightWave Acquisition Corp. (Nasdaq: LWACU) has completed its special-purpose acquisition company (SPAC) initial public offering. The 8-K dated 30 June 2025 reports that on 26 June 2025 the company closed the sale of 21,562,500 units (including the full over-allotment option) at $10.00 per unit, generating $215.625 million in gross proceeds. Each unit contains one Class A ordinary share and one-half warrant exercisable at $11.50.

Simultaneously, the sponsor and BTIG purchased a total of 606,250 private-placement units at the same $10.00 price. Together, IPO and private-placement proceeds—$215.625 million, inclusive of a $7.55 million deferred underwriting fee—were deposited into a U.S.-based trust account managed by Continental Stock Transfer & Trust. The funds are restricted until (i) a business combination, (ii) redemption if no deal is completed within 24 months, or (iii) certain shareholder-approved amendments.

The filing also discloses execution of key agreements customary for SPACs, including the underwriting agreement (BTIG), warrant agreement, investment management trust agreement, registration-rights agreement, two private-placement purchase agreements, administrative-services agreement and indemnification agreements for officers and directors.

Corporate governance changes: Three independent directors—Robert Hochberg (Audit Chair), Charlotte S. Blechman, and Allen C. Dickason (Compensation Chair)—joined the board on 24 June 2025. LightWave also adopted an amended & restated memorandum and articles of association with effect from the IPO closing.

Key takeaways for investors:

• Completed funding positions the SPAC with more than $215 million in trust to pursue an acquisition.
• Full exercise of the over-allotment option indicates solid demand for the offering.
• 24-month completion window and warrant structure introduce dilution and timeline risks typical of SPAC vehicles.

Positive

• $215.6 million IPO proceeds raised, including full exercise of the over-allotment option.
• 606,250 private-placement units add sponsor alignment and incremental capital.
• All funds placed in a trust account, safeguarding investor capital until a deal is completed or shares are redeemed.
• Independent directors and committees installed, meeting Nasdaq and governance standards.

Negative

• 24-month deadline to consummate a business combination or redeem shares poses execution risk.
• Warrant structure could lead to post-merger dilution for common shareholders.

Insights

SPAC Analyst

TL;DR: IPO fully subscribed, trust funded; positive capital formation but standard SPAC timeline risk.

The 8-K confirms a textbook SPAC launch. Gross proceeds of $215.6 million—enhanced by the over-allotment—provide a sizeable acquisition war-chest. The additional 606 k private-placement units align sponsor interests without upfront dilution to public holders. Placement of all cash into a trust, less the deferred $7.5 million fee, protects investors until a de-SPAC deal is found. However, investors should recall that (1) warrants can significantly dilute post-combination equity, and (2) failure to close a deal within 24 months forces redemption at $10 plus minimal interest. Overall, the event is modestly positive: capital is secured and governance frameworks (boards, committees, indemnities) are in place, but no target has been identified.

Corporate Governance Specialist

TL;DR: Board and committee appointments strengthen oversight; indemnities standard.

LightWave’s addition of three independent directors and immediate formation of Audit and Compensation Committees satisfy Nasdaq listing and SPAC best-practice requirements, enhancing governance ahead of the business-combination search. The indemnification agreements and amended articles mirror market norms, balancing director protection with shareholder safeguards. No compensation packages were disclosed, suggesting alignment with the SPAC’s capital-preservation mandate. Governance profile is sound, supporting a favorable risk outlook.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 24, 2025

LightWave Acquisition Corp.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42714		N/A
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

14755 Preston Road

Suite 520

Dallas TX

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: 214-617-8250

Not Applicable

(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 of 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 each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant		LWACU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		LWAC		The Nasdaq Stock Market LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share		LWACW		The Nasdaq 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, 2025, LightWave Acquisition Corp. (the “Company”) consummated its initial public offering (“IPO”), which consisted of 21,562,500 units (the “Units”), including the exercise in full by the underwriter of an option to purchase up to 2,812,500 Units at the offering price to cover over-allotments. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $215,625,000. Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”), of the Company, and one-half of one redeemable warrant (each, a “Warrant”) of the Company, with each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share.

In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Registration Statement:

● An Underwriting Agreement, dated June 24, 2025, by and between the Company and BTIG, LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference.

● A Warrant Agreement, dated June 24, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference.

● An Investment Management Trust Agreement, dated June 24, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is attached as Exhibit 10.1 hereto and incorporated herein by reference.

● A Registration Rights Agreement, dated June 24, 2025, by and among the Company and certain security holders, a copy of which is attached as Exhibit 10.2 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated June 24, 2025 (the “Sponsor Private Placement Units Purchase Agreement”), by and between the Company and LightWave Founders LLC (the “Sponsor”), a copy of which is attached as Exhibit 10.3 hereto and incorporated herein by reference.

● A Private Placement Units Purchase Agreement, dated June 24, 2025 (the “BTIG Private Placement Units Purchase Agreement” and, together with the Sponsor Private Placement Units Purchase Agreement, the “Private Placement Units Purchase Agreements”), by and between the Company and BTIG, LLC, a copy of which is attached as Exhibit 10.4 hereto and incorporated herein by reference.

● A Letter Agreement, dated June 24, 2025, by and among the Company, its officers, its directors and the Sponsor, a copy of which is attached as Exhibit 10.5 hereto and incorporated herein by reference.

● An Administrative Services Agreement, dated June 24, 2025, by and between the Company and the Sponsor, a copy of which is attached as Exhibit 10.6 hereto and incorporated herein by reference.

● Indemnity Agreement, dated June 24, 2025, by and among the Company and each Director and executive officers of the Company, a copy of form of which is attached as Exhibit 10.7 hereto and incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

Simultaneously with the closing of the IPO, pursuant to the Private Placement Units Purchase Agreements, the Company completed the private placement of an aggregate of 606,250 units (the “Private Placement Units”) to the Sponsor and BTIG, LLC, the representative of the underwriters, at $10.00 per Unit, each Unit consisting of one Class A Ordinary Share and one-half of one redeemable Warrant, each whole Warrant exercisable to purchase one Class A Ordinary Share of the Company. Of those 606,250 Private Placement Units, the Sponsor purchased 390,625 Private Placement Units and BTIG, LLC purchased 215,625 Private Placement Units. The Warrants contained in the Private Placement Units are identical to the Warrants included in the Units sold in the IPO, except as otherwise disclosed in the Registration Statement. No underwriting discounts or commissions were paid with respect to such sale. The issuance of the Private Placement Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 24, 2025, in connection with the IPO, Robert Hochberg, Charlotte S. Blechman, and Allen C. Dickason (the “New Directors” and, collectively with Robert M. Bennett and William W. Bunker, the “Directors”) were appointed to the board of directors of the Company (the “Board”). Effective June 24, 2025, each of Robert Hochberg, Charlotte S. Blechman, and Allen C. Dickason was appointed to the Board’s Audit Committee with Mr. Hochberg serving as chair of the Audit Committee. Each of Robert Hochberg, Charlotte S. Blechman, and Allen C. Dickason was appointed to the Board’s Compensation Committee, with Mr. Dickason serving as chair of the Compensation Committee.

On June 24, 2025, the Company entered into indemnity agreements with each of its directors and officers that require the Company to indemnify each of them to the fullest extent permitted by applicable law and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified. The foregoing summary of the indemnity agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of indemnity agreement, which is filed as Exhibits 10.7 to this Current Report on Form 8-K and incorporated in this Item 5.02 by reference.

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.

On June 24, 2025, in connection with the IPO, the Company filed its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) with the Cayman Islands Registrar of Companies, which was effective on June 24, 2025. The terms of the Amended and Restated Memorandum and Articles of Association are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Memorandum and Articles of Association is attached as Exhibit 3.1 hereto and incorporated herein by reference.

Item 8.01. Other Events.

A total of $215,625,000, comprised of the proceeds from the IPO and the sale of the Private Placement Units (which amount includes $7,546,875 of the underwriter’s deferred discount), was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its taxes and for winding up and dissolution expenses, the funds held in the trust account will not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares if it is unable to complete its initial business combination within 24 months from the closing of the IPO (or by such earlier liquidation date as the Company’s board of directors may approve), subject to applicable law, and (iii) the redemption of the Company’s public shares properly submitted in connection with a shareholder vote to amend the Company’s Amended and Restated Memorandum and Articles of Association to modify the substance or timing of its obligation to redeem 100% of the Company’s public shares if it has not consummated an initial business combination within 24 months from the closing of the IPO or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity.

On June 24, 2025, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K.

On June 26, 2025, the Company issued a press release announcing the closing of the IPO, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Exhibit No.		Description
1.1		Underwriting Agreement, dated June 24, 2025, by and between the Company and BTIG, LLC, as representative of the several underwriters.
3.1		Amended and Restated Memorandum and Articles of Association of the Company.
4.1		Warrant Agreement, dated June 24, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent.
10.1		Investment Management Trust Agreement, June 24, 2025, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.
10.2		Registration Rights Agreement, dated June 24, 2025, by and among the Company and certain security holders.
10.3		Private Placement Units Purchase Agreement, dated June 24, 2025, by and between the Company and the Sponsor.
10.4		Private Placement Units Purchase Agreement, dated June 24, 2025, by and between the Company and BTIG LLC.
10.5		Letter Agreement, dated June 24, 2025, by and among the Company, its officers, directors, and the Sponsor.
10.6		Administrative Services Agreement, dated June 24, 2025, by and between the Company and LightWave Founders LLC.
10.7		Form of Indemnity Agreement
99.1		Press Release, dated June 24, 2025.
99.2		Press Release, dated June 26, 2025.
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.

	LIGHTWAVE ACQUISITION CORP.
	By:	/s/ Robert Bennett
		Name:	Robert Bennett
		Title:	Chief Executive Officer
Dated: June 30, 2025

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FAQ

How much capital did LightWave Acquisition Corp. (LWACU) raise in its IPO?

The company raised $215,625,000 from the sale of 21,562,500 units at $10 each.

What is included in each LWACU unit listed on Nasdaq?

Each unit contains one Class A ordinary share and one-half of a redeemable warrant exercisable at $11.50.

How long does LightWave have to complete a business combination?

LightWave must close a business combination within 24 months of the IPO closing (26 June 2025) or redeem public shares.

Where are the IPO proceeds being held?

$215.625 million is held in a trust account at Continental Stock Transfer & Trust Company, restricted until certain events occur.

Who are the newly appointed independent directors on LightWave’s board?

The board added Robert Hochberg, Charlotte S. Blechman, and Allen C. Dickason on 24 June 2025.