[SCHEDULE 13G] LightWave Acquisition Corp. Units SEC Filing

Rhea-AI Filing Summary

Bank of Montreal (BMO) plans to issue senior unsecured Autocallable Barrier Notes, Series K, due August 7, 2028. The notes are linked to the worst performer of the S&P 500, NASDAQ-100 and Russell 2000 indices. Investors may receive monthly contingent coupons of 0.7083 % (≈ 8.50 % p.a.) provided each index closes at or above 70 % of its initial level on the relevant observation date. From February 4, 2026 onward, if all three indices close above their initial levels (100 %), the notes are automatically redeemed at par plus the current coupon.

Principal is at risk. If the notes are not called and any index closes below 70 % of its initial level on the final valuation date (a “Trigger Event”), repayment is reduced dollar-for-dollar with the worst-performing index and could be zero. The estimated initial value is US $975.40 per US $1,000, implying a 2.46 % issue premium versus BMO’s internal valuation. The notes are offered in $1,000 denominations, will not be exchange-listed and are subject to BMO’s credit risk. BMO Capital Markets Corp. acts as selling agent and calculation agent; total selling concessions are up to 1.00 % of face value.

Key dates: Pricing Date – July 31 2025; Settlement – August 5 2025; first coupon – September 7 2025; Final Valuation – August 2 2028; Maturity – August 7 2028.

Investor profile: Suits investors seeking enhanced income tied to broad U.S. equity indices, willing to accept downside equity risk, early redemption and limited liquidity.

Positive

• Attractive contingent coupon of approximately 8.50 % per annum, well above current U.S. investment-grade yields.
• Early call feature allows full principal return plus coupon as soon as February 2026 if equity markets are flat or higher.
• Diversified equity exposure across large-cap, tech-heavy and small-cap U.S. indices reduces idiosyncratic index risk.

Negative

• No principal protection; a 30 % decline in any index at maturity triggers proportional capital loss up to 100 %.
• Coupon is not guaranteed; payments cease for any month an index closes below its 70 % barrier.
• Limited liquidity as the notes are not exchange-listed, potentially forcing holders to accept discounts in secondary markets.
• Credit risk – payments rely solely on Bank of Montreal’s ability to pay.
• Embedded issue premium; estimated initial value is 97.54 % of face, creating negative carry for early sellers.

Insights

Structured Products Analyst

TL;DR: High 8.5 % coupon but 30 % downside barrier; early call likely if markets rise, full principal risk if markets fall.

The note offers above-market income as long as the three indices stay ≥ 70 % of initial. Historical volatility shows SPX, NDX and RTY have breached a 30 % drawdown in several recent market corrections (2020, 2022), so coupon suspension and capital loss are real possibilities. Automatic call at 100 % level caps upside after roughly six months of performance recovery, limiting total return in bull markets. The internal valuation discount (≈ 2.46 %) and selling concession up to 1 % widen the bid-offer for secondary sellers, compounded by the note’s non-listed status. Credit exposure to BMO (A+ / Aa3) is investment-grade but not negligible over a three-year horizon. Overall, the product is yield-enhancing rather than capital-preserving and should be sized accordingly.

Portfolio Risk Manager

TL;DR: Structure is neutral for BMO holders; product is optionality transfer from investor to issuer.

The note embeds three knock-in puts and monthly binary call spreads. By aggregating across indices, correlation risk increases the probability that at least one asset breaches the 70 % barrier during market stress. Investors effectively sell downside protection while capping upside beyond coupons. From BMO’s perspective the hedge can be managed using vanilla index options; net risk is limited and fee income up to 1 % is accretive, but immaterial to BMO’s earnings base. Hence, impact for BMO equity or debt investors is neutral, while note buyers face asymmetric risk.

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 per share

(Title of Class of Securities)

G5490M118

(CUSIP Number)

06/25/2025

(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

Tenor Capital Management Company, L.P.

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No. G5490M118

1

Names of Reporting Persons

Tenor Opportunity Master Fund, Ltd.

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Please see note in Item 4(a)

SCHEDULE 13G

CUSIP No. G5490M118

1

Names of Reporting Persons

Robin Shah

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 1,000,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,000,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,000,000.00

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)

5.2 %

12

Type of Reporting Person (See Instructions)

HC, IN

Comment for Type of Reporting Person: Please see note in Item 4(a)

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: Tenor Capital Management Company, L.P. Tenor Opportunity Master Fund, Ltd. Robin Shah
(b)	Address or principal business office or, if none, residence: 810 Seventh Avenue, Suite 1905, New York, NY 10019
(c)	Citizenship: Tenor Capital Management Company, L.P. - Delaware Tenor Opportunity Master Fund, Ltd. - Cayman Islands Robin Shah - USA
(d)	Title of class of securities: Class A ordinary shares, par value $0.0001 per share
(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: Tenor Capital Management Company, L.P. - 5.2% Tenor Opportunity Master Fund, Ltd. - 5.2% Robin Shah - 5.2% The Class A Ordinary Shares (the "Shares") reported herein are held in the form of units (the "Units"), each Unit consists of one Class A ordinary share and one-half of one redeemable warrant, as described in more detail in the Issuer's Prospectus filed with the SEC on June 26, 2025. The Units are held by Tenor Opportunity Master Fund, Ltd. (the "Master Fund"). Tenor Capital Management Company, L.P. ("Tenor Capital") serves as the investment manager to the Master Fund. Robin Shah serves as the managing member of Tenor Management GP, LLC, the general partner of Tenor Capital. By virtue of these relationships, the Reporting Persons may be deemed to have shared voting and dispositive power with respect to the Shares reported herein in the form of Units owned directly by the Master Fund. This report shall not be deemed an admission that the Reporting Persons are beneficial owners of the Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Reporting Persons disclaims beneficial ownership of the Shares in the form of Units reported herein except to the extent of the Reporting Person's pecuniary interest therein. The percentages herein are calculated based upon a statement in the Issuer's Prospectus, filed on June 26, 2025 indicating that there are 19,300,000 Units issued and outstanding.
(b)	Percent of class: Tenor Capital Management Company, L.P. - 5.2% Tenor Opportunity Master Fund, Ltd. - 5.2% Robin Shah - 5.2%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(ii) Shared power to vote or to direct the vote: Tenor Capital Management Company, L.P. - 1,000,000 Tenor Opportunity Master Fund, Ltd. - 1,000,000 Robin Shah - 1,000,000
	(iii) Sole power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 0 Tenor Opportunity Master Fund, Ltd. - 0 Robin Shah - 0
	(iv) Shared power to dispose or to direct the disposition of: Tenor Capital Management Company, L.P. - 1,000,000 Tenor Opportunity Master Fund, Ltd. - 1,000,000 Robin Shah - 1,000,000
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 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.

Tenor Capital Management Company, L.P.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Managing Member of its general partner, Tenor Management GP, LLC
Date:	06/30/2025

Tenor Opportunity Master Fund, Ltd.

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah, Authorized Signatory
Date:	06/30/2025

Robin Shah

Signature:	/s/ Robin Shah
Name/Title:	Robin Shah
Date:	06/30/2025

Exhibit Information

EXHIBIT I - JOINT FILING STATEMENT

FAQ

What coupon rate do the BMO Autocallable Barrier Notes pay?

They pay a monthly contingent coupon of 0.7083 % (≈ 8.50 % per annum) when all three indices close at or above 70 % of their initial levels.

When can the notes be automatically redeemed?

Starting February 4, 2026, if every index closes above its initial level (100 %) on any observation date, the notes are called at par plus coupon.

How much principal could I lose at maturity?

If any index finishes below 70 % of its initial level, you lose 1 % of principal for each 1 % decline in the worst-performing index; loss could be total.

Are the notes protected by FDIC or CDIC insurance?

No. The notes are unsecured, unsubordinated obligations of Bank of Montreal and are not insured by any government agency.

What is the estimated initial value versus the public offering price?

BMO estimates an initial value of $975.40 per $1,000, about 2.46 % below the issue price, reflecting dealer fees and hedging costs.

Will the notes trade on an exchange?

No. The notes will not be listed; any sale prior to maturity must occur in the over-the-counter market.