[144] Entrada Therapeutics, Inc. SEC Filing

Rhea-AI Filing Summary

LightWave Acquisition Corp. (Nasdaq: LWACU) has completed its special-purpose acquisition company (SPAC) initial public offering. The 8-K dated 30 June 2025 reports that on 26 June 2025 the company closed the sale of 21,562,500 units (including the full over-allotment option) at $10.00 per unit, generating $215.625 million in gross proceeds. Each unit contains one Class A ordinary share and one-half warrant exercisable at $11.50.

Simultaneously, the sponsor and BTIG purchased a total of 606,250 private-placement units at the same $10.00 price. Together, IPO and private-placement proceeds—$215.625 million, inclusive of a $7.55 million deferred underwriting fee—were deposited into a U.S.-based trust account managed by Continental Stock Transfer & Trust. The funds are restricted until (i) a business combination, (ii) redemption if no deal is completed within 24 months, or (iii) certain shareholder-approved amendments.

The filing also discloses execution of key agreements customary for SPACs, including the underwriting agreement (BTIG), warrant agreement, investment management trust agreement, registration-rights agreement, two private-placement purchase agreements, administrative-services agreement and indemnification agreements for officers and directors.

Corporate governance changes: Three independent directors—Robert Hochberg (Audit Chair), Charlotte S. Blechman, and Allen C. Dickason (Compensation Chair)—joined the board on 24 June 2025. LightWave also adopted an amended & restated memorandum and articles of association with effect from the IPO closing.

Key takeaways for investors:

• Completed funding positions the SPAC with more than $215 million in trust to pursue an acquisition.
• Full exercise of the over-allotment option indicates solid demand for the offering.
• 24-month completion window and warrant structure introduce dilution and timeline risks typical of SPAC vehicles.

Positive

• $215.6 million IPO proceeds raised, including full exercise of the over-allotment option.
• 606,250 private-placement units add sponsor alignment and incremental capital.
• All funds placed in a trust account, safeguarding investor capital until a deal is completed or shares are redeemed.
• Independent directors and committees installed, meeting Nasdaq and governance standards.

Negative

• 24-month deadline to consummate a business combination or redeem shares poses execution risk.
• Warrant structure could lead to post-merger dilution for common shareholders.

Insights

SPAC Analyst

TL;DR: IPO fully subscribed, trust funded; positive capital formation but standard SPAC timeline risk.

The 8-K confirms a textbook SPAC launch. Gross proceeds of $215.6 million—enhanced by the over-allotment—provide a sizeable acquisition war-chest. The additional 606 k private-placement units align sponsor interests without upfront dilution to public holders. Placement of all cash into a trust, less the deferred $7.5 million fee, protects investors until a de-SPAC deal is found. However, investors should recall that (1) warrants can significantly dilute post-combination equity, and (2) failure to close a deal within 24 months forces redemption at $10 plus minimal interest. Overall, the event is modestly positive: capital is secured and governance frameworks (boards, committees, indemnities) are in place, but no target has been identified.

Corporate Governance Specialist

TL;DR: Board and committee appointments strengthen oversight; indemnities standard.

LightWave’s addition of three independent directors and immediate formation of Audit and Compensation Committees satisfy Nasdaq listing and SPAC best-practice requirements, enhancing governance ahead of the business-combination search. The indemnification agreements and amended articles mirror market norms, balancing director protection with shareholder safeguards. No compensation packages were disclosed, suggesting alignment with the SPAC’s capital-preservation mandate. Governance profile is sound, supporting a favorable risk outlook.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	TD Securities (USA) LLC 1 Vanderbilt Ave New York NY 10017	6422	43751.16	37953417	06/30/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	03/29/2021	Venture Investment	Entrada Therapeutics, Inc.			6422	03/29/2021	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
5AM Opportunities I, L.P. 4 Embarcadero Center, Suite 3110 San Francisco CA 94111	Common	06/27/2025	19265	133121.15

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

How much capital did LightWave Acquisition Corp. (LWACU) raise in its IPO?

The company raised $215,625,000 from the sale of 21,562,500 units at $10 each.

What is included in each LWACU unit listed on Nasdaq?

Each unit contains one Class A ordinary share and one-half of a redeemable warrant exercisable at $11.50.

How long does LightWave have to complete a business combination?

LightWave must close a business combination within 24 months of the IPO closing (26 June 2025) or redeem public shares.

Where are the IPO proceeds being held?

$215.625 million is held in a trust account at Continental Stock Transfer & Trust Company, restricted until certain events occur.

Who are the newly appointed independent directors on LightWave’s board?

The board added Robert Hochberg, Charlotte S. Blechman, and Allen C. Dickason on 24 June 2025.