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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 26, 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 8.01. Other Events.
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.
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.
A total of $215,625,000,
comprised of the net proceeds from the IPO (which amount includes $7,546,875 of the underwriter’s deferred discount) and the proceeds
of the sale of the Private Placement Units, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust
Company, acting as trustee.
An audited balance sheet
as of June 26, 2025 reflecting the receipt of the proceeds from the IPO and the Private Placement has been issued by the Company and is
included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
| 99.1 |
|
Audited Balance Sheet as of June 26, 2025. |
| |
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: July 2, 2025 |
|
|
|
