[Form 4] RB Global, Inc. Insider Trading Activity

Rhea-AI Filing Summary

LightWave Acquisition Corp. (Nasdaq: LWACU) filed an 8-K to report the successful completion of its initial public offering and related private placement. On 26 June 2025 the blank-check company issued 21,562,500 units at $10.00 each, including the full exercise of the underwriter’s 2,812,500-unit over-allotment option, producing $215.625 million of gross proceeds. Each unit contains one Class A ordinary share and one-half of a redeemable warrant exercisable at $11.50 per share.

Concurrently, the sponsor and BTIG, LLC purchased 606,250 private-placement units (390,625 and 215,625 units, respectively) at the same $10.00 price, generating an additional $6.062 million. No underwriting discount was paid on these units, which were issued under the Section 4(a)(2) exemption.

Total cash of $215.625 million—comprised of IPO net proceeds (after including $7.547 million of deferred underwriting discount) and private-placement proceeds—was deposited into a U.S. trust account at Continental Stock Transfer & Trust. The funds will be held until LightWave completes a business combination, consistent with standard SPAC practice.

An audited balance sheet dated 26 June 2025 reflecting these transactions is attached as Exhibit 99.1. No other material events were disclosed.

Positive

• Full exercise of 2.8 million-unit over-allotment signals strong investor demand and increases trust capital.
• $215.6 million placed in trust maximises funds available for a future business combination and protects redemption value.
• Private placement completed without underwriting fees, limiting immediate cash leakage and aligning sponsor and public investors.

Negative

• Standard SPAC dilution mechanics (warrants, sponsor promote) remain an overhang for future shareholders, though not detailed in this excerpt.

Insights

SPAC Financial Analyst

TL;DR: LightWave’s IPO closed above target with full over-allotment, capitalising the SPAC with $215.6 million held in trust.

The filing confirms a clean execution of LightWave Acquisition Corp.’s SPAC IPO. Full take-up of the underwriter’s option suggests solid institutional demand. Proceeds equal the headline $10.00 per unit with customary warrant structure; the $7.5 million deferred fee aligns with typical 3.5% SPAC economics. Placement of the entire sum into the trust account protects investors via redemption rights and underscores regulatory compliance. From a valuation standpoint, the trust size sets the acquisition purchasing power and indicates potential pro-forma equity near $250 million when including additional sponsor capital. No red flags on warrant terms or sponsor promote are noted in this excerpt, but further diligence on the Registration Statement is required. Overall, the event is neutral-to-positive: capital is secured, but future investor returns hinge entirely on finding a compelling merger target.

Corporate Governance Specialist

TL;DR: Standard SPAC structures and exemptions used; no governance anomalies detected.

The 8-K shows customary SPAC mechanics: Section 4(a)(2) private placements to sponsor and underwriter, identical warrants except lock-up provisions, and segregation of proceeds in an independent trust. Absence of underwriting commissions on the private placement aligns with market norms and mitigates potential conflicts. The audited balance sheet exhibit provides transparency, fulfilling Rule 8-04 requirements. No mention of sponsor loans, forward-purchase agreements, or shareholder rights amendments, implying a straightforward governance profile. Accordingly, the disclosure is procedurally sound and impactful mainly because it initiates the company’s 24-month business-combination clock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

RAISS SARAH E.

(Last) (First) (Middle)

C/O RB GLOBAL, INC.

2 WESTBROOK CORPORATE CENTER

(Street)

WESTCHESTER IL 60154

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RB GLOBAL INC. [ RBA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/27/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Shares	06/27/2025		F		1,280(1)	D	$102.51	2,785	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Tax Withholding on the 2024 RSUs that vested on May 5, 2025.

	/s/ Maria Teresa Punsalan, attorney-in-fact for Sarah E. Raiss	07/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

How many units did LightWave Acquisition Corp. sell in its IPO?

The company sold 21,562,500 units, including the full over-allotment option.

What gross proceeds did LWACU raise from the IPO?

LightWave raised $215.625 million in gross proceeds.

What are the terms of the LWAC warrants?

Each whole warrant allows holders to purchase one Class A share at $11.50 per share.

How much money is in the SPAC trust account?

A total of $215.625 million (IPO net proceeds plus private-placement funds) was deposited in the trust.

Who purchased the private-placement units?

The sponsor acquired 390,625 units and BTIG, LLC acquired 215,625 units, totaling 606,250 units.

Where are LWACU units, shares, and warrants listed?

They trade on The Nasdaq Stock Market LLC under tickers LWACU (units), LWAC (shares), and LWACW (warrants).