Schedule 13G: Magnetar Funds Reveal Over 1M LWACU Shares

Rhea-AI Filing Summary

Magnetar Financial LLC and related entities filed a Schedule 13G disclosing passive ownership of 1,022,800 Class A ordinary shares of LightWave Acquisition Corp. (CUSIP G5490M118) as of 30 Jun 2025. The position is held across eight Magnetar-managed funds and represents 5.29 % of the company’s 19.3 million shares outstanding, crossing the 5 % reporting threshold under SEC Rule 13d-1. All voting and dispositive power is shared; no reporting person holds sole power to vote or dispose of any shares. Magnetar Financial acts as investment adviser, with Magnetar Capital Partners as its parent, Supernova Management as general partner, and David J. Snyderman as ultimate control person. The filing states that the shares were acquired in the ordinary course of business and not with the intent to influence control of the issuer. Certifications and joint-filing agreements were signed by attorney-in-fact Hayley Stein on 8 Aug 2025.

Positive

• Institutional validation: Magnetar’s 5.29 % ownership brings a well-known event-driven fund into the shareholder base, potentially boosting market confidence and liquidity.

Negative

• None.

Insights

Financial Analyst

TL;DR: Magnetar quietly amassed 5.29 % of LWACU, signalling institutional interest but no activist agenda.

Crossing the 5 % threshold forces disclosure, giving investors their first look at Magnetar’s stake in this SPAC. While the holding is modest (~US$10-20 m depending on market price), Magnetar’s reputation for event-driven strategies may hint at confidence in LightWave’s prospective business-combination pipeline. Because the filing is on Schedule 13G—rather than 13D—Magnetar affirms a passive stance, reducing the likelihood of near-term governance pressure. The position provides incremental float support and could improve aftermarket liquidity, but it does not meaningfully alter control dynamics. Overall impact is mildly positive: added institutional validation without signaling hostile action.

Corporate Governance Expert

TL;DR: Passive 13G filing—no governance change, limited board influence expected.

The group’s shared voting and dispositive power means decisions will be coordinated, yet their 5.29 % stake falls well below levels that compel board representation or trigger poison-pill provisions. The certification language confirms no intent to influence control, mitigating takeover speculation. Governance risk remains low; however, management must now monitor Magnetar’s future filings for any migration to a 13D or stake increases above 10 % that would invoke Section 16(b) insider status. At present, the disclosure simply broadens the shareholder base with a sophisticated investor.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

LightWave Acquisition Corp.

(Name of Issuer)

Class A ordinary shares, par value $0.0001

(Title of Class of Securities)

G5490M118

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. G5490M118

1

Names of Reporting Persons

MAGNETAR FINANCIAL LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,022,800.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,022,800.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,022,800.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.29 %

12

Type of Reporting Person (See Instructions)

IA, OO

SCHEDULE 13G

CUSIP No. G5490M118

1

Names of Reporting Persons

MAGNETAR CAPITAL PARTNERS LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,022,800.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,022,800.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,022,800.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.29 %

12

Type of Reporting Person (See Instructions)

HC, PN

SCHEDULE 13G

CUSIP No. G5490M118

1

Names of Reporting Persons

SUPERNOVA MANAGEMENT LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,022,800.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,022,800.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,022,800.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.29 %

12

Type of Reporting Person (See Instructions)

HC, OO

SCHEDULE 13G

CUSIP No. G5490M118

1

Names of Reporting Persons

DAVID J. SNYDERMAN

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,022,800.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,022,800.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,022,800.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

5.29 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: LightWave Acquisition Corp.
(b)	Address of issuer's principal executive offices: 14755 Preston Road, Suite 520 Dallas, TX, 75254
Item 2.
(a)	Name of person filing: This statement is filed on behalf of each of the following person (collectively, the "Reporting Persons"): i) Magnetar Financial LLC ("Magnetar Financial"); ii) Magnetar Capital Partners LP (Magnetar Capital Partners"); iii) Supernova Management LLC ("Supernova Management"); and iv) David J. Snyderman ("Mr. Snyderman"). This statement relates to the Shares (as defined herein) held for Magnetar Constellation Master Fund, Ltd ("Constellation Master Fund"), Magnetar Xing He Master Fund Ltd ("Xing He Master Fund"), Magnetar SC Fund Ltd ("SC Fund"), Purpose Alternative Credit Fund Ltd ("Purpose Credit Fund"), all Cayman Islands exempted companies; Magnetar Structured Credit Fund, LP ("Structured Credit Fund") a Delaware limited partnership; Magnetar Alpha Star Fund LLC ("Alpha Star Fund"), Magnetar Lake Credit Fund LLC ("Lake Credit Fund"), Magnetar Waterfront Series A LLC ("Waterfront Series A Fund), all Delaware limited liability companies; collectively (the "Magnetar Funds"). Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial exercises voting and investment power over the Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners. The manager of Supernova Management is Mr. Snyderman.
(b)	Address or principal business office or, if none, residence: The address of the principal business office of each of Magnetar Financial, Magnetar Capital Partners, Supernova Management, and Mr. Snyderman is 1603 Orrington Avenue, 13th Floor, Evanston, Illinois 60201.
(c)	Citizenship: Place of Organization. i) Magnetar Financial is a Delaware limited liability company; ii) Magnetar Capital Partners is a Delaware limited partnership; iii) Supernova Management is a Delaware limited liability company; and iv) Mr. Snyderman is a citizen of the United States of America.
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001
(e)	CUSIP No.: G5490M118
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: As of June 30, 2025, each of Magnetar Financial, Magnetar Capital Partners, Supernova Management and Mr. Snyderman held 1,022,800 Shares. The amount consists of (A) 225,016 Shares held for the account of Constellation Master Fund; (B) 184,104 Shares held for the account of Lake Credit Fund; (C) 132,964 Shares held for the account of Structured Credit Fund; (D) 173,876 Shares held for the account of Xing He Master Fund; (E) 122,736 Shares held for the account of Alpha Star Fund; (F) 102,280 Shares held for the account of Purpose Credit Fund; (G) 61,368 Shares held for the account of SC Fund; and (H) 20,456 Shares held for the account Waterfront Series A Fund. The Shares held by the Magnetar Funds represent approximately 5.29% of the total number of Shares outstanding (calculated pursuant to Rule 13d-3(d)(1)(i)) of the outstanding shares of the Issuer).
(b)	Percent of class: As of June 30, 2025, each of the Reporting Persons were deemed to be the beneficial owner constituting approximately 5.29% of the total number of shares outstanding (based upon the information provided by the Issuer in prospectus filed with the SEC on June 25, 2025, there were approximately 19,300,000 Shares outstanding).
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 1,022,800
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 1,022,800
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MAGNETAR FINANCIAL LLC

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
Date:	08/08/2025

MAGNETAR CAPITAL PARTNERS LP

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
Date:	08/08/2025

SUPERNOVA MANAGEMENT LLC

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
Date:	08/08/2025

DAVID J. SNYDERMAN

Signature:	/s/ Hayley Stein
Name/Title:	Hayley Stein, Attorney-in-fact for David J. Snyderman, Manager of Supernova Management LLC
Date:	08/08/2025

Comments accompanying signature: MAGNETAR FINANCIAL LLC BY: Magnetar Capital Partners LP, its Sole Member BY: Supernova Management LLC, its General Partner MAGNETAR CAPITAL PARTNERS LP By: Supernova Management LLC, its General Partner

Exhibit Information

99.1 Joint Filing Agreement, dated as of August 8, 2025, among the Reporting Persons. 99.2 Power of Attorney, dated as of December 22, 2022 filed by the Reporting Persons on August 8, 2025.

FAQ

How many LightWave Acquisition Corp. shares does Magnetar own?

Magnetar-affiliated entities beneficially own 1,022,800 Class A shares.

What percentage of LWACU’s outstanding shares does this represent?

The stake equals 5.29 % of the 19.3 million shares outstanding as of 30 Jun 2025.

Is Magnetar seeking control of LightWave Acquisition Corp.?

No. The filing is a Schedule 13G, indicating a passive investment with no intent to influence control.

Who ultimately controls the Magnetar entities listed in the filing?

David J. Snyderman is the manager of Supernova Management LLC, which controls Magnetar Capital Partners and Magnetar Financial.

Which Magnetar funds hold the LightWave shares?

Eight funds including Constellation Master Fund, Lake Credit Fund, Xing He Master Fund and others collectively hold the shares.