LightWave Acquisition Corp. (LWACU) seeks brief extension for Q2 2025 Form 10-Q

Rhea-AI Filing Summary

LightWave Acquisition Corp. filed a notice that it will be late filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025. The company states it cannot meet the original deadline without unreasonable effort or expense and needs more time to complete the final review of the disclosures in the report.

LightWave indicates it is working diligently to finish the Form 10-Q and expects to file it within the five-calendar-day extension period permitted under Rule 12b-25 of the Securities Exchange Act of 1934.

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Accepted by SEC EDGAR 08/14/2025 - 05:26 PM Learn about SEC filing dates

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR
		For Period Ended: June 30, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

LightWave Acquisition Corp.

Full Name of Registrant

Former Name if Applicable

14755 Preston Road

Suite 520

Dallas TX 75254

Address of Principal Executive Office (Street and Number)

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

SEC 1344 (06-19) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant’s has determined that it is unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 (the “Quarterly Report”) by the prescribed due date for the reasons described below:

The Company requires additional time to complete the final review of the disclosures in the Quarterly Report. The Company is working diligently to complete the Quarterly Report and, in accordance with Rule 12b-25 of the Securities Exchange Act of 1934, the Company will file its Form 10-Q no later than the fifth calendar day following the prescribed due date.

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Robert Bennett		+1		214-617-8250
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes ☒ No ☐

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐ No ☒
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

2

LightWave Acquisition Corp.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date	August 14, 2025		By	/s/ Robert Bennett
			Name:	Robert Bennett
			Title:	Chief Executive Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

3

FAQ

Why did LightWave Acquisition Corp. (LWACU) file an NT 10-Q?

LightWave Acquisition Corp. filed an NT 10-Q because it determined it could not file its Quarterly Report on Form 10-Q for the period ended June 30, 2025 by the prescribed due date without unreasonable effort or expense.

Which reporting period does LightWave Acquisition Corp.'s delayed Form 10-Q cover?

The delayed Form 10-Q for LightWave Acquisition Corp. covers the quarter ended June 30, 2025.

How long of an extension is LightWave Acquisition Corp. expecting for its Form 10-Q?

LightWave Acquisition Corp. states that, in accordance with Rule 12b-25, it expects to file its Form 10-Q no later than the fifth calendar day following the original prescribed due date.

What reason did LightWave Acquisition Corp. give for the late Form 10-Q filing?

LightWave Acquisition Corp. explains that it requires additional time to complete the final review of the disclosures in its Quarterly Report on Form 10-Q for the period ended June 30, 2025.

Who signed the NT 10-Q for LightWave Acquisition Corp.?

The NT 10-Q was signed on behalf of LightWave Acquisition Corp. by Robert Bennett, its Chief Executive Officer, dated August 14, 2025.

Does LightWave Acquisition Corp. indicate it is working to complete the Form 10-Q?

Yes. LightWave Acquisition Corp. states that it is working diligently to complete its Quarterly Report on Form 10-Q for the period ended June 30, 2025.