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1、S-1/A 1 ea0234161-04.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on June 6,2025.Registration No.333-287412UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_AMENDMENT NO.1TOFORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_LightWave

2、 Acquisition Corp.(Exact name of registrant as specified in its charter)_Cayman Islands 6770 N/A(State or otherjurisdiction ofincorporation ororganization)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)14755 Preston RoadSuite 520Dallas TX 75254Telephone:21

3、4-617-8250(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Robert BennettChief Executive Officer14755 Preston RoadSuite 520Dallas TX 75254Telephone:214-617-8250(Name,address,including zip code,and telephone number,including area code,ofa

4、gent for service)_Copies to:Mitchell S.NussbaumDavid J.LevineLoeb&Loeb LLP345 Park AvenueNewYork,NewYork10154Tel:(212)407-4000 Andrew BarkerWalkers(Cayman)LLP190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman Islands Douglas S.EllenoffStuart NeuhauserAnthony AinEllenoff Grossman&Schole LLP1345 A

5、venue of theAmericasNewYork,NewYork10105(212)370-1300_Approximate date of commencement of proposed sale to the public:As soon as practicable after the effectivedate of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basi

6、spursuant to Rule415 under the Securities Actof1933 check the following box.If this Form is filed to register additional securities for an offering pursuant to Rule462(b)under theSecurities Act,please check the following box and list the Securities Act registration statement number of theearlier eff

7、ective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.If

8、 this Form is a post-effective amendment filed pursuant to Rule462(d)under the Securities Act,check thefollowing box and list the Securities Act registration statement number of the earlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is a large

9、 accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See the definitions of“largeaccelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”inRule12b-2 of the ExchangeAct.Large accelerated filer A

10、ccelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant

11、toSection7(a)(2)(B)of the Securities Act.The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delayits effective date until the Registrant shall file a further amendment which specifically states that thisRegistration Statement shall thereafter become

12、 effective in accordance with Section8(a)of the SecuritiesActof1933,as amended,or until the Registration Statement shall become effective on such date as theSecurities and Exchange Commission,acting pursuant to said Section8(a),may determine.2025/6/10 09:19sec.gov/Archives/edgar/data/2061379/0001213

13、90025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm1/241Table of ContentsThe information in this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exch

14、ange Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythese securities in any jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATEDJUNE6,2025$187,500,000LightWave Acquisition Corp.1

15、8,750,000UnitsLightWave Acquisition Corp.is a blank check company incorporated as a Cayman Islandsexempted company and formed for the purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization or similar businesscombination with one or more businesses,w

16、hich we refer to throughout this prospectusas our initial business combination.We have not selected any business combinationtarget and we have not,nor has anyone on our behalf,initiated any substantivediscussions,directly or indirectly,with any business combination target.Althoughwe currently intend

17、 to focus on target businesses in the technology industry,we maypursue an acquisition opportunity in any business,industry,sector or geographicallocation.This is an initial public offering of our securities.Each unit has an offering priceof$10.00 and consists of one ClassA ordinary share and one-hal

18、f of one redeemablewarrant.Each whole warrant entitles the holder thereof to purchase one Class Aordinary share at a price of$11.50 per share,subject to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issuedupon separation of the units and only whole

19、warrants will trade.The warrants willbecome exercisable 30days after the completion of our initial business combinationand will expire fiveyears after the completion of our initial business combinationor earlier upon redemption or our liquidation,as described herein.The underwritershave a 45-day opt

20、ion from the date of this prospectus to purchase up to an additional2,812,500units to cover over-allotments,if any.We will provide our public shareholders with the opportunity to redeem,regardless ofwhether they abstain,vote for,or vote against,our initial business combination,all or a portion of th

21、eir ClassA ordinary shares that were sold as part of theunits in this offering,which we refer to collectively as our public shares,upon thecompletion of our initial business combination at a per-share price,payable in cash,equal to the aggregate amount then on deposit in the trust account described

22、below asof twobusinessdays prior to the consummation of our initial business combination,including interest earned on the funds held in the trust account,less taxes payable,divided by the number of then outstanding public shares,subject to the limitationsand on the conditions described herein.The pr

23、oceeds placed in the trust account andthe interest earned thereon will not be used to pay for possible excise tax or anyother fees or taxes that may be levied on the Company pursuant to any current,pending or future rules or laws,including without limitation any excise tax dueunder the Inflation Red

24、uction Actof2022 on any redemptions or stock buybacks byour company.See“SummaryThe OfferingRedemption rights for publicshareholders upon completion of our initial business combination”and“SummaryThe OfferingRedemption of public shares anddistribution and liquidation if no initial business combinatio

25、n”for moreinformation.Notwithstanding the foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do not conduct redemptions in connection withour initial business combination pursuant to the tender offer rules,our amended andrestated memorandum and arti

26、cles of association provide that a public shareholder,together with any affiliate of such shareholder or any other person with whom suchshareholder is acting in concert or as a“group”(as defined under Section13 ofthe Securities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from re

27、deeming its shares with respect to more than an aggregate of 15%ofthe shares sold in this offering without our prior consent.However,we would not berestricting our shareholders ability to vote all of their shares(including allshares held by those shareholders that hold more than 15%of the shares sol

28、d in thisoffering)for or against our initial business combination.See“SummaryTheOffering Limitation on redemption rights of shareholders holding 15%or more of the shares sold in this offering if we hold shareholder vote”for further discussion of certain limitations on redemption rights.Our sponsor,L

29、ightWave Founders LLC,and BTIG have committed to purchase an aggregateof 550,000 private units(or 606,250 private units if the over-allotment option isexercised in full)at a price of$10.00 per unit for an aggregate purchase price of$5,500,000(or$6,062,500 if the over-allotment option is exercised in

30、 full).Ofthese private units,our sponsor has agreed to purchase 362,500 private units(or390,625 private units if the over-allotment option is exercised in full)and BTIG hasagreed to purchase 187,500 private units(or 215,625 private units if the over-allotment option is exercised in full).Each privat

31、e unit will be identical to theunits sold in this offering,except as described in 2025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm2/241Table of Contentsthis prospectus.The private

32、units will be sold in a private placement that willclose simultaneously with the closing of this offering,including the over-allotmentoption,as applicable.Six institutional investors(none of which are affiliated withany member of our management,our sponsor or any other investor),which we refer toas

33、the“non-managing sponsor investors”throughout this prospectus,have expressedan interest to indirectly purchase,through the purchase of non-managing sponsormembership interests,an aggregate of 292,500 private units($2,925,000 in theaggregate)at a price of$10.00 per unit(or 320,625 units($3,206,250 in

34、 theaggregate)if the over-allotment option is exercised in full)in a private placementthat will close simultaneously with the closing of this offering.Subject to eachnon-managing sponsor investor indirectly purchasing,through non-managing sponsormembership interests,the private units allocated to it

35、 in connection with theclosing of this offering,the sponsor will issue membership interests at a nominalpurchase price to the non-managing sponsor investors reflecting interests in anaggregate of 2,925,000 founder shares(or 3,206,250 founder shares if the over-allotment option is exercised in full)h

36、eld by the sponsor.The non-managing sponsor investors have expressed to us an interest in purchasing upto an aggregate of approximately 6,900,000 units in this offering at the offeringprice(assuming the exercise in full of the underwriters over-allotment option).None of the non-managing sponsor inve

37、stors has expressed to us an interest inpurchasing individually more than 9.9%of the units to be sold in this offering.There can be no assurance that the non-managing sponsor investors will acquire anyunits,either directly or indirectly,in this offering,or as to the amount of theunits the non-managi

38、ng sponsor investors will retain,if any,prior to or upon theconsummation of our initial business combination.Because these expressions ofinterest are not binding agreements or commitments to purchase,non-managing sponsorinvestors may determine to purchase fewer units in this offering,or none at all.

39、Depending on how many units are purchased by the non-managing sponsor investors,thepost-offering trading volume,volatility and liquidity of our securities may bereduced relative to what they would have been had the units been more widely offeredand sold to other public investors.We do not expect any

40、 purchase of units by thenon-managing sponsor investors to negatively impact our ability to meet Nasdaqlisting eligibility requirements.In addition,the underwriter has full discretion toallocate the units to investors and may determine to sell fewer units to the non-managing sponsor investors,or non

41、e at all,and the purchase of the non-managingsponsor membership interests is not contingent upon participation in this offering orvice versa.The underwriter will receive the same upfront discounts and commissionsand deferred underwriting commissions on units purchased by the non-managing sponsorinve

42、stors,if any,as it will on the other units sold to the public in this offering.In addition,none of the non-managing sponsor investors have any obligation to voteany of their public shares in favor of our initial business combination.Nevertheless,the non-managing sponsor investors will be incentivize

43、d to vote theirpublic shares in favor of a business combination due to their indirect ownershipthrough the sponsor of founder shares and private units.For a discussion ofcertain additional arrangements with the non-managing sponsor investors,see“SummaryThe OfferingExpressions of Interest.”On 29 Janu

44、ary2025,our sponsor purchased,and the Company issued to the sponsor,6,062,500 Class B ordinary shares for an aggregate purchase price of$25,000.Subsequently,on March 7,2025,the Company capitalized$26.25 standing to the creditof the Companys share premium account and issued to the sponsor an addition

45、al262,500 Class B ordinary shares,and on May 28,2025,the Company capitalized$158.125 standing to the credit of the Companys share premium account and issued tothe sponsor an additional 1,581,250 Class B ordinary shares,as a result of which thesponsor has purchased and holds an aggregate of 7,906,250

46、 Class B ordinary shares(upto 1,031,250 of which are subject to forfeiture by the holders thereof depending onthe extent to which the underwriters over-allotment option is exercised).Followingand as a result of that capitalization and issuance of additional founder shares,thesponsor is deemed to hav

47、e purchased the founder shares for$0.003 per share.TheClass B ordinary shares will automatically convert into Class A ordinary sharesconcurrently with or immediately following the consummation of our initial businesscombination,or at any time prior thereto at the option of the holder thereof,on aone

48、-for-one basis,subject to adjustment as provided herein.Because our sponsoracquired the ClassB ordinary shares at a nominal price,our public shareholderswill incur an immediate and substantial dilution upon the closing of this offering,assuming no value is ascribed to the warrants included in the un

49、its.In the case thatadditional Class A ordinary shares,or equity-linked securities(as describedherein),are issued or deemed issued in excess of the amounts issued in this offeringand related to the closing of our initial business combination,the ratio at whichthe Class B ordinary shares will convert

50、 into Class A ordinary shares will beadjusted(unless the holders of a majority of the issued and outstanding ClassBordinary shares agree to waive such anti-dilution adjustment with respect to any suchissuance or deemed issuance)so that the number of ClassA ordinary shares issuableupon conversion of

51、all Class B ordinary shares will equal,in the aggregate,approximately 26.8%of the sum of(i)the total number of all Class A ordinaryshares outstanding upon the 2025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/00012139

52、0025052342/ea0234161-04.htm3/241Table of Contentscompletion of this offering(including any ClassA ordinary shares issued pursuantto the underwriters over-allotment option and excluding the ClassA ordinary sharesthat are included within the private units),plus(ii)all ClassA ordinary sharesand equity-

53、linked securities issued or deemed issued,in connection with the closingof the initial business combination(excluding any shares or equity-linked securitiesissued,or to be issued,to any seller in the initial business combination and anyunits issued to our sponsor or any of its affiliates or to our o

54、fficers or directorsupon conversion of working capital loans)minus(iii)any redemptions of ClassAordinary shares by public shareholders in connection with an initial businesscombination;provided that such conversion of founder shares will never occur on aless than one-for-one basis.As a result,the Cl

55、assA ordinary shares issuable inconnection with the conversion of the founder shares may result in material dilutionto our public shareholders due to the anti-dilution rights of our founder shares thatmay result in an issuance of ClassA ordinary shares on a greater than one-to-onebasis upon conversi

56、on.Prior to the closing of our initial business combination,only holders of ourClass B ordinary shares(i)will have the right to vote to appoint and removedirectors prior to the completion of our initial business combination;and(ii)willbe entitled to vote on continuing our company in a jurisdiction o

57、utside the CaymanIslands(including any special resolution required to adopt new constitutionaldocuments as a result of our approving a transfer by way of continuation in ajurisdiction outside the Cayman Islands).On any other matters submitted to a vote ofour shareholders prior to or in connection wi

58、th the completion of our initialbusiness combination,holders of the Class B ordinary shares and holders of theClassA ordinary shares will vote together as a single class,except as required bylaw.See“SummarySponsor Information”,“SummaryTheOffering Founder Shares”,“Summary The Offering TransferRestric

59、tions on Founder Shares”,and“SummaryTheOffering Founder Shares Conversion and Anti-Dilution Rights”and“Risk Factors Risks Relating to our Securities The nominalpurchase price paid by our sponsor for the founder shares may result insignificant dilution to the implied value of your public shares upon

60、theconsummation of our initial business combination,and our sponsor is likelyto make a substantial profit on its investment in us in the event weconsummate an initial business combination,even if the businesscombination causes the trading price of our ordinary shares to materiallydecline.”for furthe

61、r discussion of our sponsors and our affiliatessecurities and compensation.The low price that our sponsor,executive officers and directors(directly orindirectly)paid for the founder shares creates an incentive whereby our officers anddirectors could potentially make a substantial profit even if we s

62、elect anacquisition target that subsequently declines in value and is unprofitable for publicshareholders.If we are unable to complete our initial business combination within24 months from the closing of this offering(as may be extended by shareholderapproval to amend our amended and restated memora

63、ndum and articles of association toextend the date by which we must consummate our initial business combination),or bysuch earlier liquidation date as our board of directors may approve,the foundershares and private units will expire worthless,except to the extent they receiveliquidating distributio

64、ns from assets outside the trust account,which could createan incentive for our sponsor,executive officers and directors to complete atransaction even if we select an acquisition target that subsequently declines invalue and is unprofitable for public shareholders.Further,each of our officers anddir

65、ectors may have a conflict of interest with respect to evaluating a particularbusiness combination if the retention or resignation of any such officers anddirectors was included by a target business as a condition to any agreement withrespect to our initial business combination.Our public shareholde

66、rs will experiencematerial dilution from the issuance of the shares(the“private shares”)underlyingthe private units.Our public shareholders may further experience material dilutionfrom the exercise of the 275,000 private warrants underlying the private units into275,000 Class A ordinary shares(or up

67、 to 303,125 private warrants exercisable into303,125 Class A ordinary shares if the underwriters over-allotment option isexercised in full).Additionally,our public shareholders may experience materialdilution if the$1,500,000 in working capital loans is fully advanced by the sponsorand the sponsor e

68、lects to convert the working capital loans into private units at$10.00 per unit,resulting in the sponsor receiving an additional 150,000 privateClass A ordinary shares and 75,000 private warrants.The private warrants areexercisable on a cashless basis and,if exercised on such cashless basis,may resu

69、ltin material dilution to our public shareholders.Upon consummation of this offeringor thereafter,we will repay up to$200,000 in loans made to us by our sponsor tocover offering-related and organizational expenses,and we will begin paying anaffiliate of our sponsor$10,000 per month(the“Administrativ

70、e Services Fee”)foroffice space,utilities and secretarial and administrative support.In the event thatfollowing this offering we obtain working capital loans from our sponsor or any ofits affiliates or from our officers or directors to finance transaction costs relatedto our initial business combina

71、tion,up to$1,500,000 of such loans may beconvertible into private units of the post-business combination entity at a price of$10.00 per unit at the option of our sponsor.2025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/20613

72、79/000121390025052342/ea0234161-04.htm4/241Table of ContentsIf we agree to pay our sponsor,officers or directors,advisors,or our or theiraffiliates a finders fee,advisory fee,consulting fee or success fee in order toeffectuate the completion of our initial business combination,such persons may havea

73、 conflict of interest in determining whether a particular target business is anappropriate business with which to effectuate our initial business combination as anysuch fee may not be paid unless we consummate such business combination.We may alsoengage our sponsor or an affiliate of our sponsor as

74、an advisor or otherwise inconnection with our initial business combination and certain other transactions andpay such person or entity a salary or fee in an amount that constitutes a marketstandard for comparable transactions.Any such salary or fee would be paid usingavailable working capital funds(

75、including proceeds from any promissory notes issuedby us and funds released from the trust account upon completion of our initialbusiness combination),but would not in any event be paid out of the AdministrativeServices Fee.As of the date of this prospectus,no arrangements are currently inplace with

76、 respect to the payment of any finders fee,advisory fee,consulting feeor success fee in order to effectuate the completion of our initial businesscombination,or with respect to the payment of a salary or other fee to our sponsoror an affiliate of our sponsor as an advisor or otherwise in connection

77、with ourinitial business combination or any other transaction.Additionally,followingconsummation of a business combination,members of our management team will beentitled to reimbursement for any out-of-pocket expenses related to identifying,investigating and completing an initial business combinatio

78、n.As a result,there maybe actual or potential material conflicts of interest between members of ourmanagement team,our sponsor and its affiliates on the one hand,and purchasers inthis offering on the other.In addition to the foregoing,our officers and directorswill receive indirect interests in the

79、founder shares held by the sponsor ascompensation for their services as officers and directors of the Company.OurChairman and Chief Executive Officer,Mr.Bennett,will receive an indirect interestin 4,400,000 founder shares through membership interests in our sponsor,and our ViceChairman and Chief Fin

80、ancial Officer,William W.Bunker,will receive an indirectinterest in 150,000 founder shares through membership interests in our sponsor.Inaddition,our independent directors will receive for their services as a director anindirect interest in the founder shares through membership interests in our spon

81、sor.Charlotte S.Blechman will receive an indirect interest in 50,000 founder sharesthrough membership interests in our sponsor,Robert Hochberg will receive an indirectinterest in 50,000 founder shares through membership interests in our sponsor,andAllen C.Dickason will receive an indirect interest i

82、n 50,000 founder shares throughmembership interests in our sponsor.As a result of their indirect interest in thefounder shares through membership interests in our sponsor,our management team mayhave a conflict of interest in determining whether a particular target business is anappropriate business

83、with which to effectuate our initial business combination.As aresult,there may be actual or potential material conflicts of interest between oursponsor and its affiliates on the one hand,and purchasers in this offering on theother hand.See the sections titled“Summary Sponsor Information”,“SummaryCon

84、flicts of Interest”,“Risk FactorsRisks Relating toour Search for,and Consummation of or Inability to Consummate,a BusinessCombination Since our sponsor,officers and directors,and any otherholders of our founder shares,including any non-managing sponsorinvestors,may lose their entire investment in us

85、 if our initial businesscombination is not completed(other than with respect to public shares theymay acquire during or after this offering),a conflict of interest mayarise in determining whether a particular business combination target isappropriate for our initial business combination”and“Manageme

86、ntConflicts of Interest”for more information.We have until the date that is 24months from the closing of this offering(as maybe extended by shareholder approval to amend our amended and restated memorandum andarticles of association to extend the date by which we must consummate our initialbusiness

87、combination)or until such earlier liquidation date as our board ofdirectors may approve,to consummate our initial business combination.If weanticipate that we may be unable to consummate our initial business combinationwithin such 24-month period,we may seek shareholder approval to amend our amended

88、and restated memorandum and articles of association to extend the date by which wemust consummate our initial business combination.There are no limitations on thenumber of times we may seek shareholder approval for an extension or the length oftime of any such extension.However,if we seek shareholde

89、r approval for anextension,holders of public shares will be offered an opportunity to redeem theirshares at a per share price,payable in cash,equal to the aggregate amount then ondeposit in the trust account,including interest earned thereon(less taxes payable),divided by the number of then issued a

90、nd outstanding public shares,subject toapplicable law.If we are unable to complete our initial business combination within24months from the closing of this offering,or by such earlier liquidation date asour board of directors may approve,we will redeem 100%of the public shares at a pershare price,pa

91、yable in cash,equal to the aggregate amount then on deposit in thetrust account,including interest earned thereon(less taxes payable and up to$100,000 of interest income to pay dissolution expenses),divided by the number ofthen issued and outstanding public shares,subject to applicable law as furthe

92、rdescribed herein.2025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm5/241Table of ContentsCurrently,there is no public market for our units,Class A ordinary shares orwarrants.We inte

93、nd to apply to have our units listed on the Global Market tier ofThe Nasdaq Stock Market LLC,or Nasdaq,under the symbol“LWACU,”on or promptlyafter the date of this prospectus.We cannot guarantee that our securities will beapproved for listing on Nasdaq.We expect the ClassA ordinary shares and warran

94、tscomprising the units to begin separate trading on the 52ndday following the date ofthis prospectus unless BTIG,the lead representative of the underwriters,informs usof its decision to allow earlier separate trading,subject to our satisfaction ofcertain conditions as described further herein.Once t

95、he securities comprising theunits begin separate trading,we expect that the Class A ordinary shares andwarrants will be listed on Nasdaq under the symbols“LWAC”and“LWACW”,respectively.We are an“emerging growth company”and a“smaller reporting company”under applicable federal securities laws and will

96、be subject to reducedpublic company reporting requirements.Investing in our securities involvesa high degree of risk.See“Risk Factors”beginning on page 50 for adiscussion of information that should be considered in connection with aninvestment in our securities.Investors will not be entitled to prot

97、ectionsnormally afforded to investors in Rule419 blank check offerings.Neither the U.S.Securities and Exchange Commission nor any statesecurities commission has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete.Any representationto the contrary is a

98、criminal offense.No offer or invitation,whether directly or indirectly,is being or may be made tothe public in the Cayman Islands to subscribe for any of our securities.Per Unit TotalPublic offering price$10.00$187,500,000Underwriting discounts and commissions(1)$0.55$10,312,500Proceeds,before expen

99、ses,to us$9.45$177,187,500_(1)Includes$0.20 per unit,or$3,750,000 in the aggregate(or$4,312,500 in the aggregate if theunderwriters over-allotment option is exercised in full),payable to the underwriters uponthe closing of this offering.Also includes$0.35 per unit,or$6,562,500 in the aggregate(or$7,

100、546,875 in the aggregate if the underwriters over-allotment option is exercised in full),payable to the underwriters for deferred underwriting commissions,which will be placed in atrust account located in the United States as described herein and released to theunderwriters only upon the consummatio

101、n of an initial business combination.See“Underwriting”for a description of compensation and other items of value payable to theunderwriters.Of the proceeds we receive from this offering and the sale of the private unitsdescribed in this prospectus,$187,500,000,or$215,625,000 if the underwritersovera

102、llotment option is exercised in full($10.00 per unit in either case),will beplaced in a U.S.-based trust account with Continental Stock Transfer&Trust Companyacting as trustee.The following table illustrates the difference between the public offering price perunit and our net tangible book value per

103、 share(“NTBV”),as adjusted to give effectto this offering and assuming the redemption of our public shares at varying levelsand the exercise in full and no exercise of the over-allotment option.See thesection titled“Dilution”for more information.As of February 21,2025OfferingPrice of$10.00 25%of Max

104、imumRedemption 50%of MaximumRedemption 75%of MaximumRedemption 100%of MaximumRedemptionNTBV NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice Assuming Full Exercise of Over-A

105、llotment Option$6.96$6.30$3.70$5.28$4.72$3.47$6.53$(0.63)$10.63 Assuming No Full Exercise of Over-Allotment Option$6.94$6.29$3.71$5.27$4.73$3.45$6.55$(0.65)$10.65 2025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/0001

106、21390025052342/ea0234161-04.htm6/241Table of ContentsOur sponsor and members of our management team will directly or indirectly own oursecurities following this offering,and accordingly,they may have a conflict ofinterest in determining whether a particular target business is an appropriatebusiness

107、with which to effectuate our initial business combination.Additionally,each of our officers and directors presently has,and any of them in the future mayhave additional,fiduciary,contractual or other obligations or duties to one or moreother entities pursuant to which such officer or director is or

108、will be required topresent a business combination opportunity to such entities.As a result,there maybe actual or potential material conflicts of interest between our sponsor and ourmanagement team and their respective affiliates on the one hand,and purchasers inthis offering on the other.See the sec

109、tions titled“SummaryConflicts ofInterest”,“Proposed BusinessSourcing of Potential BusinessCombination Targets”and“ManagementConflicts of Interest”for moreinformation.The underwriters are offering the units for sale on a firm commitment basis.Theunderwriters expect to deliver the units to the purchas

110、ers on or about,2025.Sole Book-Running ManagerBTIG,2025 2025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm7/241Table of ContentsTABLE OF CONTENTS PageSummary 1The Offering 17Summary

111、Financial Data 46Risks 47Risk Factors 50Cautionary NoteRegarding Forward-Looking Statements 100Use of Proceeds 101Dividend Policy 104Dilution 105Capitalization 108Managements Discussion and Analysis of Financial Condition and Results ofOperations 109Proposed Business 116Effecting our Initial Busines

112、s Combination 128Management 149Principal Shareholders 159Certain Relationships and Related Party Transactions 164Description of Securities 167Taxation 188Underwriting 199Legal Matters 209Experts 209Where You Can Find Additional Information 209Index to Financial Statements F-1We are responsible for t

113、he information contained in this prospectus.Wehave not,and the underwriters have not,authorized anyone to provide youwith information that is different from or inconsistent with that containedin this prospectus.We are not,and the underwriters are not,making anoffer to sell securities in any jurisdic

114、tion where the offer or sale is notpermitted.You should not assume that the information contained in thisprospectus is accurate as of any date other than the date on the front ofthis prospectus.TrademarksThis prospectus contains references to trademarks and service marks belonging toother entities.S

115、olely for convenience,trademarks and trade names referred to inthis prospectus may appear without the or symbols,but such references are notintended to indicate,in any way,that the applicable licensor will not assert,tothe fullest extent under applicable law,its rights to these trademarks and traden

116、ames.We do not intend our use or display of other companies trade names,trademarks or service marks to imply a relationship with,or endorsement orsponsorship of us by,any other companies.i2025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archive

117、s/edgar/data/2061379/000121390025052342/ea0234161-04.htm8/241Table of ContentsSUMMARYThis summary only highlights the more detailed information appearing elsewhere inthis prospectus.As this is a summary,it does not contain all of the informationthat you should consider in making an investment decisi

118、on.You should read thisentire prospectus carefully,including the information under“Risk Factors”andour financial statements and the related notes included elsewhere in thisprospectus,before investing.Unless otherwise stated in this prospectus or the context otherwise requires,references to:“we,”“us,

119、”“company”or“our company”are to LightWave AcquisitionCorp.,a Cayman Islands exempted company;“amended and restated memorandum and articles of association”are to theamended and restated memorandum and articles of association that thecompany will adopt prior to the consummation of this offering;“BTIG”

120、are to BTIG,LLC,the sole book-running manager for the offering;“ClassA ordinary shares”are to our ClassA ordinary shares in thecapital of the company with a par value of$0.0001 per share;“ClassB ordinary shares”are to our ClassB ordinary shares in thecapital of the company with a par value of$0.0001

121、 per share;“Companies Act”are to the Companies Act(as amended)of the CaymanIslands;“completion window”are to(i)the period ending on the date that is24months from the closing of this offering,or such earlier liquidationdate as our board of directors may approve,in which we must complete aninitial bus

122、iness combination or(ii)such other time period in which wemust complete an initial business combination pursuant to an amendment toour amended and restated memorandum and articles of association.Ourshareholders can also vote at any time to amend our amended and restatedmemorandum and articles of ass

123、ociation to modify the amount of time wewill have to complete an initial business combination,in which case ourpublic shareholders will be offered an opportunity to redeem their publicshares;“founder shares”are to ClassB ordinary shares initially purchased byour sponsor in a private placement prior

124、to this offering and the ClassAordinary shares that will be issued upon the automatic conversion of theClass B ordinary shares concurrently with or immediately following theconsummation of our initial business combination or earlier at the optionof the holders thereof as described herein(for the avo

125、idance of doubt,such ClassA ordinary shares will not be“public shares”);“initial shareholders”are to our sponsor and any other holders of ourfounder shares immediately prior to this offering;“Investment Company Act”are to the Investment Company Actof1940,asamended;“management”or our“management team”

126、are to our officers anddirectors;“non-managing sponsor investors”means six institutional investors(noneof which are affiliated with any member of our management,other membersof our sponsor or any other investor)that have expressed an interest topurchase(i)an aggregate of approximately 6,900,000 unit

127、s in thisoffering(assuming the exercise in full of the underwriters over-allotment option)at the offering price and(ii)through the purchase ofnon-managing sponsor membership interests in the sponsor,an aggregate ofup to 292,500 private units at a price of$10.00 per unit($2,925,000 inthe aggregate)(o

128、r up to 320,625 private units if the over-allotment optionis exercised in full($3,206,250 in the aggregate);subject to the non-managing sponsor investors purchasing,through the sponsor,the privateunits allocated to them in connection with the closing of this offering,the sponsor will issue membershi

129、p interests at a nominal purchase price tothe non-managing sponsor investors at the closing of this offeringreflecting interests in an aggregate of12025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/

130、ea0234161-04.htm9/241Table of Contents2,925,000 founder shares(or up to 3,206,250 founder shares if the over-allotment option is exercised in full)held by the sponsor.None of thenon-managing sponsor investors has expressed to us an interest inpurchasing individually more than 9.9%of the units to be

131、sold in thisoffering;“ordinary resolution”are to a resolution of the company passed by asimple majority of the votes cast by such shareholders as,being entitledto do so,vote in person or,where proxies are allowed,by proxy at ageneral meeting of the company,or a resolution approved in writing by allo

132、f the holders of the issued shares entitled to vote on such matter(orsuch lower threshold as may be allowed under the Companies Act from timeto time);“ordinary shares”are to our ClassA ordinary shares and our ClassBordinary shares;“over-allotment option”are to the underwriters 45-day option topurcha

133、se up to an additional 2,812,500 units to cover over-allotments,ifany;“private shares”are to the Class A ordinary shares included in theprivate units;“private units”are to the units issued to our sponsor and BTIG in aprivate placement simultaneously with the closing of this offering;“private warrant

134、s”are to the warrants included in the private units;“public shares”are to Class A ordinary shares sold as part of theunits in this offering(whether they are purchased in this offering orthereafter in the open market),and does not include any founder shares;“public shareholders”are to the holders of

135、our public shares,includingour initial shareholders,our management team and any non-managing sponsorinvestors to the extent our initial shareholders,members of ourmanagement team or any non-managing sponsor investors purchase publicshares,provided that the each initial shareholders,member of ourmana

136、gement teams or any non-managing sponsor investors status as a“public shareholder”will only exist with respect to such public shares;“public warrants”are to the warrants sold as part of the units in thisoffering(whether they are purchased in this offering or thereafter in theopen market);“special re

137、solution”are to a resolution of the company passed by atleast a two-thirds(2/3)majority(or such higher approval threshold asspecified in the companys amended and restated memorandum and articlesof association)of the votes cast by such shareholders as,being entitledto do so,vote in person or,where pr

138、oxies are allowed,by proxy at ageneral meeting of the company of which notice specifying the intention topropose the resolution as a special resolution has been duly given,or aresolution approved in writing by all of the holders of the issued sharesentitled to vote on such matter.The amended and res

139、tated memorandum andarticles of association of the Company will require that resolutions putto the vote of a meeting shall be decided in accordance with section60(4)of the Companies Act regard shall be had to the number of votes towhich each member is entitled to cast when computing whether the requ

140、isiteapproval threshold has been obtained to pass a special resolution;“SPACs”are to special purpose acquisition companies;“sponsor”are to LightWave Founders LLC,a Delaware limited liabilitycompany,which was recently formed to invest in our company,as furtherdiscussed under“Our Sponsor”,below;Robert

141、 Bennett is the managingmember of the sponsor;“taxes payable”are to any taxes applicable to us,provided,however,that the proceeds placed in the trust account and the interest earnedthereon will not be used to pay for possible excise tax or any othersimilar fees or taxes that may be levied on us purs

142、uant to any current,pending or future rules or laws,including without limitation any excisetax due under the Inflation Reduction Actof2022 on any redemptions orstock buybacks by our company;“warrants”are to our public warrants,private warrants and workingcapital warrants,if any;“warrant exercise dat

143、e”are to the date on which the warrants willbecome exercisable,which is 30days after the completion of our initialbusiness combination;22025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04

144、.htm10/241Table of Contents“warrant expiration date”are to the date on which the warrants expire,which is five years after the completion of our initial businesscombination or earlier upon redemption or liquidation;and“working capital warrants”are to the warrants that are components ofthe units issu

145、able upon conversion of working capital loans;andAny conversion of the Class B ordinary shares described in this prospectus willtake effect as a compulsory redemption of Class B ordinary shares and an issuanceof Class A ordinary shares as a matter of Cayman Islands law.Any forfeiture of shares,and a

146、ll references to forfeiture of shares,described inthis prospectus shall take effect as a surrender of shares for no consideration asa matter of Cayman Islands law.Any share dividend described in this prospectuswill take effect as a share capitalization as a matter of Cayman Islands law(thatis,an iss

147、uance of shares from share premium).Unless we tell you otherwise,the information in this prospectus assumes that theunderwriters will not exercise their over-allotment option.OUR COMPANYWe are a blank check company incorporated on January22,2025 as a Cayman Islandsexempted company and formed for the

148、 purpose of effecting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization or similarbusiness combination with one or more businesses,which we refer to throughout thisprospectus as our initial business combination.We have not selected any specificbusiness combination

149、target and we have not,nor has anyone on our behalf,initiated any substantive discussions,directly or indirectly,with any businesscombination target.Although we currently intend to focus on target businesses in the technologyindustry,we may pursue an acquisition opportunity in any business,industry,

150、sector or geographical location.We intend to focus on industries that complementour management teams background,and to capitalize on the ability of ourmanagement team to identify and acquire a business.We believe that the experience and capabilities of our management team will make usan attractive p

151、artner to potential target businesses,enhance our ability tocomplete a successful business combination,and bring value to the business post-business combination.Our team has broad sector knowledge though their collectiveinvolvement across a variety of industries,as well as extensive global capitalma

152、rkets experience,with local and cross-border capabilities allowing access todifferent sectors of the capital markets.Our Management TeamOur management team is led by Robert Bennett,our Chairman and Chief ExecutiveOfficer and William W.Bunker,our Vice Chairman and Chief Financial Officer.Robert M.Ben

153、nett,our Chairman and Chief Executive Officer,has over 30 years ofprivate equity experience in technology,media and manufacturing businesses.Mr.Bennett has broad experience in building proprietary deal sourcing,raisingfinancing and closing acquisition transactions and then growing those businessesan

154、d selling them to strategic acquirers.Since 1997,Mr.Bennett has served asChief Executive Officer of the First Lexington organization,a private equitysponsor group that has led many transactions.From 2014 to 2017,Mr.Bennett wasChief Executive Officer of ViewMarket,Inc.,a company he co-founded that ac

155、quiredCultureMap,a digital media company.ViewMarket was subsequently sold to Gow Media,LLC in 2017.Since 2017,Mr.Bennett has also served as Chairman and ChiefExecutive Officer of Jon D.Williams Cotillions,Inc.,a national social educationprovider.From 1997 to 2019,Mr.Bennett was Chief Executive Offic

156、er of Long-LokFasteners Corporation,a next generation proprietary aerospace fasteners company inwhich he purchased two additional“bulk up”businesses,Bernic Screw Corp and A&WScrew Corp.The company was sold to Novaria Group,LLC in December 2019.Since2003,Mr.Bennett has also served as Vice Chairman of

157、 Modulant Solutions,an ITservices and software company that he co-founded and that later acquired ProductData Integration Technologies,Inc.From 1999 to 2003,Mr.Bennett was Chairman ofSpringbow Solutions,Inc.,a company he co-founded that acquired IT servicecompanies and provided next generation IT,po

158、rtal and web services.The company wassold to Soflink,Inc.in 2005.In the 1990s,Mr.Bennett acquired and sold variousmedia and manufacturing businesses.In 2021 and 2022 Mr.Bennett was Chairman andCEO of LightJump Acquisition Corp.,a special purpose acquisition company.Mr.Bennett was an independent dire

159、ctor of Moolec Sciences Ltd,the merger partner,in2023.32025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm11/241Table of ContentsWilliam W.Bunker,our Vice-Chairman and Chief Financial

160、 Officer,co-founded thelargest dating site of the 1990s,which became M and was ultimately soldfor$47.5 million to Ticketmaster in 1999.He served as President of the rebrandedsite M during the transition.After M,he became a co-founder ofCritical Watch,an enterprise security company that was sold to A

161、lert Logic in2015.Mr.Bunker co-founded two seed stage VC funds,Silicon Valley GrowthSyndicate in 2013 which he managed actively until 2016,and GrowthX,which Mr.Bunker has operated since 2016.He has invested in an extensive number of startups.In 2021 and 2022 Mr.Bunker was Vice Chairman and CFO of Li

162、ghtJump AcquisitionCorp.,a special purpose acquisition company.Our Board of DirectorsOur Board of Directors will include five(5)members upon the commencement oftrading of the units on Nasdaq.The board will be led by our Chairman and ChiefExecutive Officer,Robert Bennett,and will consist of industry

163、leaders andexperienced investors.Each brings diversity of experience,perspective andindustry contacts that when combined create a distinguished Board of Directors.Inaddition to Mr.Bennett and Mr.Bunker,our Board of Directors will be comprisedof:Robert Hochberg will serve as a member of our board of

164、directors commencing onthe effective date of this prospectus.Mr.Hochberg is currently President andChief Executive Officer of Numeric Computer Systems,Inc.(“Numeric”).Mr.Hochberg has served at Numeric as President since June 1984 and as Chief ExecutiveOfficer since November 1994.Numeric is a global

165、software company with offices inNew York,San Juan,Auckland,Jakarta and Sydney.Mr.Hochberg has also served as adirector of CF Finance Acquisition Corp.IV since December 2021.Mr.Hochbergpreviously served as a director of CF Finance Acquisition Corp.from January 2020until the consummation of its busine

166、ss combination with GCM Grosvenor in November2020,a director of CF Finance Acquisition Corp.II from August 2020 untilconsummation of its business combination with View in March 2021,a director of CFFinance Acquisition Corp.III from November 2020 until consummation of its businesscombination with AEy

167、e in August 2021 and a director of Cantor Equity Partners,Inc.since December 2024.Mr.Hochberg is a graduate of Vassar College,where hereceived a Bachelor of Arts in Economics.Charlotte S.Blechman will serve as a member of our board of directorscommencing on the effective date of this prospectus.Ms.B

168、lechman has extensiveexecutive and management experience in marketing,public relations,visualmerchandising,branding,digital and social marketing,advertising andcommunications.Ms.Blechman served as Chief Marketing Officer of Tom Ford RetailLLC from January 2017 through June 1,2023,where she oversaw v

169、arious departments.She was responsible for all global marketing,communications,advertising,publicrelations,visual display,customer relationship management,social media,digitalmarketing and events.Ms.Blechman served as a director of CF Finance AcquisitionCorp.II from November 2020 until consummation

170、of its business combination withView in March 2021.Ms.Blechman has also served as a director of CF FinanceAcquisition Corp.IV since December 2020 and was a director of Cantor EquityPartners,Inc.since December 2024.From 2011 to 2017,Ms.Blechman served asExecutive Vice-President of Marketing and Commu

171、nication at Barneys New York.Priorto that,Ms.Blechman served as Gucci Americas Vice President of Public Relationsand Special Events,also overseeing Worldwide Celebrity Relations.She also servedas Vice President of Public Relations for Yves Saint Laurent.Allen C.Dickason will serve as a member of our

172、 board of directors commencing onthe effective date of this prospectus.He has extensive executive-level experiencein information technology,logistics,supply chain,strategy and projectmanagement,primarily in consumer product-related industries.His business careerincludes significant technology roles

173、at Frito-Lay and Frito-Lay International,where between 1982 and 1998,he served as Chief Information Officer for both thedomestic and international divisions as well as co-leading the redesign of theFrito-Lay Go to Market strategy.From 1998 to 2002,Mr.Dickason served as ChiefInformation Officer for S

174、uiza Foods,then Dean Foods,the leading dairymanufacturer in the US.Other roles include the Chief Technology Officer at Kinkosfrom 2002 to 2004 as well as the Senior Vice President of Supply Chain and DirectStore Delivery Sales and Distribution for Brachs Confections from 2004 to 2009.Mr.Dickason beg

175、an his career at Procter and Gamble,where between from 1970 to1982 he served as an engineer and later doing facilities management andinternational corporate office installations.He holds a Bachelor of Science Degreein Mechanical Engineering from Purdue University and an MBA with a financeconcentrati

176、on for the University of Cincinnati.42025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm12/241Table of ContentsFirst Lexington,LLCRobert Bennett is affiliated with First Lexington,LLC

177、(“First Lexington”),f/k/aFirst Lexington Corporation,a private equity investment firm which has completedmore than 30 transactions since its inception.We may occasionally be providedaccess to the resources and personnel of First Lexington in connection with oursearch for,and consummation of,an initi

178、al business combination,at FirstLexingtons sole discretion.There is currently no formal or informal agreement orarrangement with regard to any such access.With respect to the above,past performance of First Lexington,our management teamor any of their respective affiliates is not a guarantee of(i)su

179、ccess withrespect to a business combination that may be consummated,(ii)the ability tosuccessfully identify and execute a transaction or(iii)the ability to assess therisk of potential transactions.You should not rely on the historical performancerecord of our management team,First Lexington or their

180、 affiliates as indicative ofour future performance.Our officers and directors may have conflicts of interestwith other entities to which they owe fiduciary or contractual obligations withrespect to initial business combination opportunities.For a list of our officersand directors and entities for wh

181、ich a conflict of interest may or does existbetween such persons and us,as well as the priority and preference that suchentity has with respect to performance of obligations and presentation of businessopportunities to us,please refer to the table and subsequent explanatory paragraphunder“Management

182、Conflicts of Interest.”Competitive StrengthsAlternative Path to Becoming PublicWe believe our structure will make us an attractive business combination partner toprospective target businesses that desire to become a publicly listed company.Amerger with us will offer a target business an alternative

183、process to a publiclisting rather than the traditional initial public offering process.We believethat target businesses may favor this alternative,which we believe is lessexpensive,while offering greater certainty of execution than the traditionalinitial public offering.Furthermore,once a proposed b

184、usiness combination isapproved by our shareholders and the transaction is consummated,the targetbusiness will have effectively become public,whereas an initial public offering isalways subject to the underwriters ability to complete the offering,as well asgeneral market conditions that could prevent

185、 the offering from occurring.Oncepublic,we believe the target business would have greater access to capital andadditional means of creating management incentives that are better aligned withshareholders interests than it would as a private company.A public company canoffer further benefits by augmen

186、ting a companys profile among potential newcustomers and vendors and aid in attracting talented management.With publiccompany corporate governance standards,a target business may become attractive tothe public investors.Strong and Stable Financial Position with Flexibility.With funds in the trust ac

187、count of$187,500,000(or$215,625,000 if the over-allotmentoption is exercised in full)available to use for a business combination,we offer a target business a variety of options such as providing the owners of atarget business with shares in a public company and a public means to sell suchshares,prov

188、iding capital for the potential growth and expansion of its operationsor strengthening its balance sheet by reducing its debt ratio.Because we are ableto consummate our initial business combination using our cash,debt or equitysecurities,or a combination of the foregoing,we have the flexibility to u

189、se themost efficient combination that will allow us to tailor the consideration to bepaid to the target business to fit its needs and desires.However,since we have nospecific business combination under consideration,we have not taken any steps tosecure third party financing and there can be no assur

190、ance that it will beavailable to us.Prior SPAC ExperienceBelow are the SPAC business combinations in which members of officers and directorshave participated,along with certain other information:SPAC(CF Finance Acquisition Corp.),Target(GCM Grosvenor,Inc.).SPAC consummated its IPO on December 17,201

191、8 for25,000,000 units,with each unit consisting of one share of Class Acommon stock,$0.0001 par value and three-quarters of one redeemablewarrant to purchase one share of Class A common stock at an exerciseprice of$11.50 per share,at$10.00 per share,generating gross proceedsof$250,000,000.On Decembe

192、r31,2018,the underwriters of the SPACsinitial public offering exercised their over-allotmentoption in part andpurchased 758,413units at an offering price of$10.00 per unit,52025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/20

193、61379/000121390025052342/ea0234161-04.htm13/241Table of Contentsgenerating gross proceeds of approximately$7,584,130.No extension ofSPAC term.9,469,978 public shares,or approximately 36.76%,were redeemedin connection with the business combination.GCM Grosvenor,Inc.trades onNasdaq under the symbol“GC

194、MG”,and the price of the common stock hasranged from$14.41 to$6.58 following consummation of the businesscombination,with a closing price of$12.58 on May15,2025.SPAC(CF Finance Acquisition Corp.II),Target(View,Inc.).SPACconsummated its IPO on August31,2020 for 50,000,000units,with eachunit consistin

195、g of one share of ClassA common stock,$0.0001 par valueand one-thirdof one redeemable warrant at$10.00 per share,generatinggross proceeds of$500,000,000.No extension of SPAC term.12,587,893public shares,or approximately 25.18%,were redeemed in connection withthe business combination.View,Inc.and cer

196、tain of its subsidiaries filedvoluntary petitions in the United States Bankruptcy Court for theDistrict of Delaware for relief under chapter 11 of title 11 of theUnitedStates Code with a prepackaged chapter 11 plan,thereby commencingthe chapter 11 cases(the“Chapter11 Cases”).Trading of the companyss

197、ecurities on Nasdaq was subsequently suspended on April 5,2024.Twoseparate civil actions alleging fiduciary duty and securities lawviolations have been brought in connection with the CF Finance AcquisitionII business combination,one of which has been settled and in the other ofwhich the parties have

198、 submitted a proposed settlement for court approval.SPAC(CF Finance Acquisition Corp.III),Target(AEye,Inc.).SPACconsummated its IPO on November17,2020 for 23,000,000units,including3,000,000units sold upon exercise of the underwriters over-allotment infull,with each unit consisting of one share of Cl

199、assA common stock,parvalue$0.0001 per share,and one-third of one redeemable warrant,witheach whole warrant entitling the holder thereof to purchase one share ofClassA common stock for$11.50 per share.No extension of SPAC term.19,355,365 public shares,or approximately 84.15%,were redeemed inconnectio

200、n with the business combination.AEye,Inc.trades on Nasdaqunder the symbol“LIDR”,and the price of the common stock has rangedfrom$321.90 to$0.52 following consummation of the business combination,with a closing price of$0.69 on May15,2025.SPAC(LightJump Acquisition Corp.),Target(Moolec Science SA).SP

201、ACconsummated its IPO on January12,2021 for 12,000,000units,with eachunit consisting of one share of common stock,$0.0001 par value and one-half of one redeemable warrant to purchase one share of common stock at anexercise price of$11.50 per share,at$10.00 per share,generating grossproceeds of$120,0

202、00,000.On January15,2021,the underwriters of theSPAC initial public offering exercises the over-allotment option topurchase 1,800,000 additional units for gross proceeds of$18,000,000.OnJuly8,2022,SPAC stockholders approved a proposal to extend the date bywhich SPAC had to consummate its initial bus

203、iness combination fromJuly12,2022 to January12,2023.Public Stockholders holding 11,032,790Public Shares exercised their right to redeem their SPAC shares for a prorata portion of the funds in the trust account.As a result,$110,507,220.68 was removed from the trust account to pay such holders.Followi

204、ng redemptions,SPAC had 2,767,210 public shares outstanding.Ofthe remaining shareholders,2,572,848,or approximately 92.98%,redeemedtheir public shares in connection with the business combination.MoolecScience SA trades on Nasdaq under the symbol“MLEC”,and the price of thecommon stock has ranged from

205、$192.50 to$5.50 following consummation ofthe business combination,with a closing price of$8.15 on May15,2025.SPAC(CF Finance Acquisition Corp.IV).SPAC consummated its IPO of50,000,000units,including 5,000,000units sold upon partial exercise ofthe underwriters over-allotment option,with each unit con

206、sisting of oneshare of ClassA common stock,par value$0.0001 per share,and one-thirdof one redeemable warrant,with each whole warrant entitling the holderthereof to purchase one share of Class A common stock for$11.50 pershare.No extension of SPAC term.SPAC was dissolved and liquidated onNovember 28,

207、2023 because SPAC was unable to complete a businesscombination within the time period required by its amended and restatedcertificate of incorporation.SPAC(Cantor Equity Partners,Inc.),Target(Twenty One Capital,Inc.).SPAC consummated its IPO of 10,000,000 Class A ordinaryshares,par value$0.0001 per

208、share.The shares were sold at a price of$10.00 per share,generating gross proceeds to the Company of$100,000,000.SPAC entered into a business combination agreement with,among others,Twenty One Capital,Inc.and Tether Investments,S.A.deC.V.on April 22,2025 and the parties are in the process of complet

209、ingthe transaction.No extension of SPAC term.In recentyears,stock prices of a number of target businesses have underperformedpost-business combination with a SPAC.As a result,we cannot assure you that wewill properly ascertain or assess all of the significant risk factors associatedwith a target bus

210、iness or that the price of the shares of the combined entity post-business combination will increase.62025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm14/241Table of ContentsOur Acq

211、uisition ProcessIn evaluating a prospective target business,we expect to conduct a due diligencereview which may encompass,among other things,meetings with incumbent managementand employees,document reviews,interviews of customers and suppliers,inspectionof facilities,as applicable,as well as a revi

212、ew of financial,operational,legaland other information about the target and its industry which will be madeavailable to us.If we determine to move forward with a particular target,we willproceed to structure and negotiate the terms of the business combinationtransaction.The time required to select a

213、nd evaluate a target business and to structure andcomplete our initial business combination,and the costs associated with thisprocess,are not currently ascertainable with any degree of certainty.Any costsincurred with respect to the identification and evaluation of,and negotiationwith,a prospective

214、target business with which our initial business combination isnot ultimately completed will result in our incurring losses and will reduce thefunds available for us to use to complete another business combination.Initial Business CombinationWe are not presently engaged in,and we will not engage in,a

215、ny operations for anindefinite period of time following this offering.We intend to effectuate ourinitial business combination using cash from the proceeds of this offering and theprivate placement of the private units,the proceeds of the sale of our shares inconnection with our initial business comb

216、ination(including pursuant to forwardpurchase agreements or backstop agreements we may enter into following theconsummation of this offering or otherwise),shares issued to the owners of thetarget,debt issued to bank or other lenders or the owners of the target,othersecurities issuances,or a combinat

217、ion of the foregoing.We may seek to completeour initial business combination with a company or business that may be financiallyunstable or in its early stages of development or growth,which would subject us tothe numerous risks inherent in such companies and businesses.We will provide our public sha

218、reholders with the opportunity to redeem all or aportion of their Class A ordinary shares upon the completion of our initialbusiness combination either(i)in connection with a general meeting called toapprove the business combination or(ii)without a shareholder vote by means of atender offer.If we se

219、ek shareholder approval,we will complete our initialbusiness combination only if we receive an ordinary resolution under Cayman Islandslaw and our amended and restated memorandum and articles of association,whichrequires the affirmative vote of at least a majority of the votes cast by suchshareholde

220、rs as,being entitled to do so,vote in person or,where proxies areallowed,by proxy at the applicable general meeting of the company.The decision asto whether we will seek shareholder approval of a proposed business combination orconduct a tender offer will be made by us,solely in our discretion,and w

221、ill bebased on a variety of factors such as the timing of the transaction and whether theterms of the transaction would require us to seek shareholder approval underapplicable law or stock exchange listing requirement.We have until the date that is 24months from the closing of this offering(as maybe

222、 extended by shareholder approval to amend our amended and restated memorandumand articles of association to extend the date by which we must consummate ourinitial business combination)or until such earlier liquidation date as our boardof directors may approve,to consummate our initial business comb

223、ination.If weanticipate that we may be unable to consummate our initial business combinationwithin such 24-month period,we may seek shareholder approval to amend our amendedand restated memorandum and articles of association to extend the date by which wemust consummate our initial business combinat

224、ion.There are no limitations on thenumber of times we may seek shareholder approval for an extension or the length oftime of any such extension.However,if we seek shareholder approval for anextension,holders of public shares will be offered an opportunity to redeem theirshares at a per share price,p

225、ayable in cash,equal to the aggregate amount then ondeposit in the trust account,including interest earned thereon(less taxespayable),divided by the number of then issued and outstanding public shares,subject to applicable law.If we are unable to complete our initial business combination within 24mo

226、nths fromthe closing of this offering and do not hold a shareholder vote to amend ouramended and restated memorandum and articles of association to extend the amount oftime we will have to consummate an initial business combination,or by such earlierliquidation date as our board of directors may app

227、rove,from the closing of thisoffering,we will redeem 100%of the public shares at a per share price,payable incash,equal to the aggregate amount then on deposit in the trust account,includinginterest earned thereon(less taxes payable and up to$100,000 of interest incometo pay dissolution expenses),di

228、vided by the number of then issued and outstandingpublic shares,subject to applicable law and certain conditions as furtherdescribed herein.We expect the pro rata redemption price to be approximately$10.00 per public share(whether or not the underwriters exercise their over-allotment option),without

229、 taking into account any interest or other income earnedon such funds.However,we cannot assure you that we will in fact be able todistribute such amounts as a result of claims of creditors,which may take priorityover the claims of our public shareholders.72025/6/10 09:19sec.gov/Archives/edgar/data/2

230、061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm15/241Table of ContentsIf we do not complete our initial business combination within the completionwindow,while we do not currently intend to seek shareholder approval to amend

231、 ouramended and restated memorandum and articles of association to extend the amount oftime we will have to consummate an initial business combination,we may elect to doso in the future.There is no limit on the number of extensions that we may seek;however,we do not expect that it will be necessary

232、to extend the time period toconsummate our initial business combination beyond 36months from the closing ofthis offering.If we determine not to or are unable to extend the time period toconsummate our initial business combination or fail to obtain shareholder approvalto extend the completion window,

233、our sponsors investment in our founder shares andour private units will be worthless,except to the extent they receive liquidatingdistributions from assets outside the trust account.Nasdaq rules require that we must complete one or more business combinations havingan aggregate fair market value of a

234、t least 80%of the value of the assets held inthe trust account(excluding the deferred underwriting commissions and taxespayable on the interest earned on the trust account).Our board of directors willmake the determination as to the fair market value of our initial businesscombination.If our board o

235、f directors is not able to independently determine thefair market value of our initial business combination,we will obtain an opinionfrom an independent investment banking firm or another independent entity thatcommonly renders valuation opinions with respect to the satisfaction of suchcriteria.Whil

236、e we consider it likely that our board of directors will be able tomake an independent determination of the fair market value of our initial businesscombination,it may be unable to do so if it is less familiar or experienced withthe business of a particular target or if there is a significant amount

237、 ofuncertainty as to the value of the targets assets or prospects.Additionally,pursuant to Nasdaq rules,any initial business combination must be approved by amajority of our independent directors.We anticipate structuring our initial business combination so that the posttransaction company in which

238、our public shareholders own shares will own or acquire100%of the equity interests or assets of the target business or businesses.Wemay,however,structure our initial business combination such that the posttransaction company owns or acquires less than 100%of such interests or assets ofthe target busi

239、ness in order to meet certain objectives of the target managementteam or shareholders or for other reasons,but we will only complete such businesscombination if the post transaction company owns or acquires 50%or more of theoutstanding voting securities of the target or otherwise acquires a controll

240、inginterest in the target sufficient for it not to be required to register as aninvestment company under the Investment Company Actof1940,as amended,or theInvestment Company Act.Even if the post transaction company owns or acquires 50%or more of the voting securities of the target,our shareholders p

241、rior to thebusiness combination may collectively own a minority interest in the posttransaction company,depending on valuations ascribed to the target and us in thebusiness combination.For example,we could pursue a transaction in which we issuea substantial number of new shares in exchange for all o

242、f the outstanding capitalstock,shares or other equity interests of a target.In this case,we would acquirea 100%controlling interest in the target.However,as a result of the issuance ofa substantial number of new shares,our shareholders immediately prior to ourinitial business combination could own l

243、ess than a majority of our issued andoutstanding shares subsequent to our initial business combination.If less than100%of the equity interests or assets of a target business or businesses are ownedor acquired by the post transaction company,the portion of such business orbusinesses that is owned or

244、acquired is what will be taken into account forpurposes of the 80%of net assets test described above.If the business combinationinvolves more than one target business,the 80%of net assets test will be based onthe aggregate value of all of the target businesses.We are not prohibited from pursuing an

245、initial business combination with a companythat is affiliated with our sponsor,officers or directors or non-managing sponsorinvestors,or completing the business combination through a joint venture or otherform of shared ownership with our sponsor,officers or directors or non-managingsponsor investor

246、s.In the event we seek to complete our initial businesscombination with a company that is affiliated(as defined in our amended andrestated memorandum and articles of association)with our sponsor(including itsmembers),officers or directors,we,or a committee of independent directors,willobtain an opin

247、ion from an independent investment banking firm or anotherindependent entity that commonly renders valuation opinions,stating that theconsideration to be paid by us in such an initial business combination is fair toour company from a financial point of view.We are not required to obtain such anopini

248、on in any other context.Members of our management team and our independent directors will directly orindirectly own founder shares and/or private units following this offering and,accordingly,may have a conflict of interest in determining whether a particulartarget business is an appropriate busines

249、s with which to effectuate our initialbusiness combination.The low price that our sponsor,executive officers anddirectors(directly or indirectly)paid for the founder shares creates an incentivewhereby our officers and directors could potentially make a substantial profit evenif we select an acquisit

250、ion target that subsequently declines in value and isunprofitable for public shareholders.If we are unable to complete our82025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm16/241Tab

251、le of Contentsinitial business combination within the completion window,the founder shares andprivate units will expire worthless,except to the extent they receive liquidatingdistributions from assets outside the trust account,which could create anincentive for our sponsor,executive officers and dir

252、ectors to complete atransaction even if we select an acquisition target that subsequently declines invalue and is unprofitable for public shareholders.Further,each of our officersand directors may have a conflict of interest with respect to evaluating aparticular business combination if the retentio

253、n or resignation of any suchofficers and directors was included by a target business as a condition to anyagreement with respect to our initial business combination.Each of our officers and directors presently has,and any of them in the future mayhave additional,fiduciary,contractual or other obliga

254、tions or duties to one ormore other entities pursuant to which such officer or director is or will berequired to present a business combination opportunity to such entities.See thesection titled“Management Conflicts of Interest”for more information.Accordingly,if any of our officers or directors bec

255、omes aware of a businesscombination opportunity which is suitable for an entity to which he or she has thencurrent fiduciary or contractual obligations,he or she may be required to honorhis or her fiduciary or contractual obligations to present such businesscombination opportunity to such other enti

256、ty.Our amended and restated memorandumand articles of association provide that,to the fullest extent permitted by law:(i)no individual serving as a director or an officer,among other persons,shallhave any duty,except and to the extent expressly assumed by contract,to refrainfrom engaging directly or

257、 indirectly in the same or similar business activities orlines of business as us,and(ii)we renounce any interest or expectancy in,or inbeing offered an opportunity to participate in,any potential transaction or matterwhich(a)may be a corporate opportunity for any director or officer,on the onehand,a

258、nd us,on the other or(b)the presentation of which would breach anexisting legal obligation of a director or officer to any other entity.As aresult,the fiduciary duties or contractual obligations of our officers ordirectors could materially affect our ability to complete our initial businesscombinati

259、on.In addition,our sponsor and our officers and directors may sponsor or form otherspecial purpose acquisition companies similar to ours or may pursue other businessor investment ventures during the period in which we are seeking an initialbusiness combination.As a result,our sponsor,officers and di

260、rectors could haveconflicts of interest in determining whether to present business combinationopportunities to us or to any other special purpose acquisition company with whichthey may become involved.Any such companies,businesses or investments may presentadditional conflicts of interest in pursuin

261、g an initial business combinationtarget,which could materially affect our ability to complete our initial businesscombination.Other than Cantor Equity Partners,Inc.,which is a special purposesacquisition company that is affiliated with our directors,Robert Hochberg andCharlotte S.Blechman,as discuss

262、ed under the section entitled“Proposed Business Our Management Team Prior SPAC Experience,”the other entities to which ourofficers and directors currently owe fiduciary duties or contractual obligationsare not themselves in the business of engaging in business combinations.In orderto minimize potent

263、ial conflicts of interest which may arise from multipleaffiliations with SPACs,unless a business combination opportunity is expresslyoffered to us or to one of our directors or officers solely in his or her capacityas our director and/or officer and such opportunity is one we are permitted tounderta

264、ke and would otherwise be reasonable for us to pursue,subject to theirother legal obligations,we expect that our officers and directors who are alsoofficers and/or directors of other SPACs(including Cantor Equity Partners,Inc.,in the case of Robert Hochberg and Charlotte S.Blechman)will present suit

265、abletarget businesses to us and the other applicable SPACs based on which SPAC wentpublic first and taking into account any contractual restrictions applicable toeach such SPAC and other reasonable considerations(including but not limited tothe relative sizes of the SPACs and the amount in trust com

266、pared to the sizes ofthe targets,the need or desire for additional financings,the amount of timerequired to complete a business combination and the relevant experience of thedirectors and officers involved with a particular blank check company).Prior to the date of this prospectus,we will file a Reg

267、istration Statement onForm8-A with the SEC to voluntarily register our securities under Section12 ofthe Securities Exchange Act of 1934,as amended,or the Exchange Act.As aresult,we will be subject to the rules and regulations promulgated under theExchangeAct.We have no current intention of filing a

268、Form15 to suspend ourreporting or other obligations under the ExchangeAct prior or subsequent to theconsummation of our initial business combination.CompetitionIn identifying,evaluating and selecting a target business for our initial businesscombination,we may encounter significant competition from

269、other entities having abusiness objective similar to ours(including other special purpose acquisitioncompanies,private equity groups and leveraged buyout funds,public companies andoperating businesses seeking strategic acquisitions),which competition may impactthe attractiveness of the acquisition t

270、erms that we will be able to negotiate.Manyof these entities are well-established and have extensive experience identifyingand effecting business combinations directly or through affiliates.Moreover,manyof these competitors possess financial,technical,92025/6/10 09:19sec.gov/Archives/edgar/data/2061

271、379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm17/241Table of Contentshuman and other resources that are similar to or greater than us.Our ability toacquire larger target businesses will be limited by our available financialre

272、sources.This inherent limitation gives others an advantage in pursuing theacquisition of a target business.Furthermore,our obligation to pay cash inconnection with the exercise of redemption rights by our public shareholders mayreduce the resources available to us for our initial business combinatio

273、n and ourissued and outstanding warrants,and the future dilution they potentiallyrepresent,may not be viewed favorably by certain target businesses.Either or bothof these factors may place us at a competitive disadvantage in successfullynegotiating an initial business combination.See“Risk FactorsBec

274、ause of ourlimited resources and the significant competition for business combinationopportunities,it may be more difficult for us to complete our initial businesscombination.If we are unable to complete our initial business combination,ourpublic shareholders may receive only their pro rata portion

275、of the funds in thetrust account that are available for distribution to public shareholders,and ourwarrants will expire worthless.”Potential Additional FinancingsWe may need to obtain additional financing to complete our initial businesscombination,either because the transaction requires more cash t

276、han is availablefrom the proceeds held in our trust account or because we become obligated toredeem a significant number of our public shares upon completion of the businesscombination,in which case we may issue additional securities or incur debt inconnection with such business combination.If we ra

277、ise additional funds throughequity or convertible debt issuances,our public shareholders may suffersignificant dilution and these securities could have rights that rank senior to ourpublic shares.If we raise additional funds through the incurrence of indebtedness,such indebtedness would have rights

278、that are senior to our equity securities andcould contain covenants that restrict our operations.Further,as described above,due to the anti-dilution rights of our founder shares,our public shareholders mayincur material dilution.In addition,we intend to target businesses withenterprise values that a

279、re greater than we could acquire with the net proceeds ofthis offering and the sale of the private units,and,as a result,if the cashportion of the purchase price exceeds the amount available from the trust account,net of amounts needed to satisfy any redemptions by public shareholders,we may berequi

280、red to seek additional financing to complete such proposed initial businesscombination.We may also obtain financing prior to the closing of our initialbusiness combination to fund our working capital needs and transaction costs inconnection with our search for and completion of our initial business

281、combination.There is no limitation on our ability to raise funds through the issuance of equityor equity-linked securities or through loans,advances or other indebtedness inconnection with our initial business combination,including pursuant to forwardpurchase agreements or backstop agreements we may

282、 enter into following consummationof this offering.Subject to compliance with applicable securities laws,we wouldonly complete such financing simultaneously with the completion of our initialbusiness combination.If we are unable to complete our initial business combinationbecause we do not have suff

283、icient funds available to us,we will be forced toliquidate the trust account.In addition,following our initial businesscombination,if cash on hand is insufficient,we may need to obtain additionalfinancing in order to meet our obligations.Sponsor InformationOur sponsor is a Delaware limited liability

284、 company,which was recently formed inJanuary 2025 to invest in our company.Although our sponsor is permitted toundertake any activities permitted under the Delaware Limited Liability Company Actand other applicable law,our sponsors business is focused on investing in ourcompany.Robert Bennett is the

285、 managing member of our sponsor,LightWave FoundersLLC,and holds voting and investment discretion with respect to the securities heldby the sponsor.As of the date of this prospectus,other than Robert Bennett,noother person has a direct or indirect material interest in our sponsor.OurChairman and Chie

286、f Executive Officer,Mr.Bennett,will receive an indirectinterest in 4,400,000 founder shares through membership interests in our sponsor,and our Vice Chairman and Chief Financial Officer,William W.Bunker,will receivean indirect interest in 150,000 founder shares through membership interests in ourspo

287、nsor.In addition,our independent directors will receive for their services asa director an indirect interest in the founder shares through membership interestsin our sponsor.Charlotte S.Blechman will receive an indirect interest in 50,000founder shares through membership interests in our sponsor,Rob

288、ert Hochberg willreceive an indirect interest in 50,000 founder shares through membership interestsin our sponsor,and Allen C.Dickason will receive an indirect interest in 50,000founder shares through membership interests in our sponsor.Other than members ofour management team who are members of our

289、 sponsor,none of the other members ofour sponsor will participate in our companys activities.Additionally,subject to the non-managing sponsor investors purchasing,through thesponsor,the private units allocated to them in connection with the closing of thisoffering,the sponsor will issue membership i

290、nterests at a nominal purchase price($0.003 per share)to the non-managing sponsor investors reflecting interests in anaggregate102025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm18/

291、241Table of Contentsof 2,925,000 founder shares(or 3,206,250 founder shares if the over-allotmentoption is exercised in full)held by the sponsor.Because none of the non-managingsponsor investors will hold voting interests in our sponsor nor have any rights tocontrol our sponsor or to vote or dispose

292、 of any securities held by our sponsor,none of the sponsor non-managing members have a direct or indirect materialinterest in our sponsor.The following table sets forth the payments to be received by our sponsor and itsaffiliates from us prior to or in connection with the completion of our initialbu

293、siness combination and the securities issued and to be issued by us to oursponsor or its affiliates:Entity/Individual Amount of Compensation tobe Received or SecuritiesIssued or to be Issued Consideration Paid or to bePaidLightWave Founders LLC$10,000 per month(the“Administrative ServicesFee”)Office

294、 space,utilities andsecretarial andadministrative support 7,906,250 ClassB OrdinaryShares(1)$25,000 362,500 private units tobe purchasedsimultaneously with theclosing of this offering(or 390,625 private unitsif the over-allotmentoption is exercised infull)(2)$3,625,000(or$3,906,250if the over-allotm

295、entoption is exercised infull)Up to$200,000 in loans Repayment of loans made tous to cover offeringrelated and organizationalexpenses Up to$1,500,000 inworking capital loans,which loans may beconvertible into privateunits of the post-businesscombination entity at aprice of$10.00 per unitat the optio

296、n of thelender Working capital loans tofinance transaction costsin connection with aninitial businesscombination Reimbursement for any out-of-pocket expenses relatedto identifying,investigating andcompleting an initialbusiness combination Services in connection withidentifying,investigatingand compl

297、eting an initialbusiness combinationHolders of ClassBordinary shares Anti-dilution protectionupon conversion intoClassA ordinary shares ata greater than one-to-oneratio Issuance of the Class Aordinary shares issuable inconnection with theconversion of the foundershares on a greater thanone-to-one ba

298、sis uponconversionLightWave Founders LLC,our officers,directors,advisors or our or theiraffiliates Finders fees,advisoryfees,consulting fees orsuccess fees(3)Any services in order toeffectuate the completionof our initial business,which,if made prior to thecompletion of our initialbusiness combinati

299、on,willbe paid from funds heldoutside the trust accountLightWave Founders LLC,orits affiliates Salary or fee in an amountthat constitutes a marketstandard for comparabletransactions(4)Any services provided as anadvisor or otherwise inconnection with our initialbusiness combination andcertain other t

300、ransactions_(1)Subject to the non-managing sponsor investors purchasing,through the sponsor,the privateunits allocated to them in connection with the closing of this offering as described below,the sponsor will issue membership interests at a nominal purchase price to the non-managingsponsor investo

301、rs at the closing of this offering reflecting indirect interests in anaggregate of 2,925,000 founder shares(or 3,206,250 founder shares if the over-allotmentoption is exercised in full)held by the sponsor.112025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/

302、www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm19/241Table of Contents(2)The non-managing sponsor investors have expressed an interest to purchase,indirectlythrough the purchase of non-managing membership interests,an aggregate of 292,500 privateunits($2,925,000 in the ag

303、gregate)at a price of$10.00 per unit(or 320,625warrants($3,206,250 in the aggregate)if the over-allotment option is exercised in full)in aprivate placement that will close simultaneously with the closing of this offering.(3)As of the date of this prospectus,no such arrangements are currently in plac

304、e.(4)As of the date of this prospectus,no such arrangements are currently in place.Any suchsalary or fee would be paid using available working capital funds(including proceeds fromany promissory notes issued by us and funds released from the trust account upon completionof our initial business combi

305、nation),but would not in any event be paid out of theAdministrative Services Fee.Because our sponsor acquired the founder shares at a nominal price($0.003 pershare),our public shareholders will incur immediate and substantial dilution uponthe closing of this offering,assuming no value is ascribed to

306、 the warrantsincluded in the units.Further,the ClassA ordinary shares issuable in connectionwith the conversion of the founder shares may result in material dilution to ourpublic shareholders due to the anti-dilution rights of our founder shares that mayresult in an issuance of ClassA ordinary share

307、s on a greater than one-to-one basisupon conversion.Additionally,our public shareholders may experience dilution fromthe exercise of the 275,000 private warrants(303,125 private warrants if theunderwriters over-allotment option is exercised in full)that compose part of theprivate units to be purchas

308、ed by our sponsor and BTIG simultaneously with theclosing of this offering as well as conversion of any working capital loans intounits,if elected by the sponsor or by another person or entity who made suchworking capital loans.The exercise of the warrants would cause the actual dilutionto the publi

309、c shareholders to be higher,particularly where a cashless exercise isutilized.See the sections titled“Risk Factors Risks Relating to ourSecurities The nominal purchase price paid by our sponsor for thefounder shares may result in significant dilution to the implied value ofyour public shares upon th

310、e consummation of our initial businesscombination,and our sponsor is likely to make a substantial profit onits investment in us in the event we consummate an initial businesscombination,even if the business combination causes the trading price ofour ordinary shares to materially decline”and“Dilution

311、.”The founder shares will automatically convert into Class A ordinary sharesconcurrently with or immediately following the consummation of our initial businesscombination,or at any time prior thereto at the option of the holder thereof,on aone-for-one basis,subject to adjustment as provided herein.I

312、n the case thatadditional Class A ordinary shares,or equity-linked securities,are issued ordeemed issued in excess of the amounts sold in this offering and related to theclosing of our initial business combination,the ratio at which ClassB ordinaryshares shall convert into ClassA ordinary shares wil

313、l be adjusted(unless theholders of a majority of the outstanding ClassB ordinary shares agree to waivesuch anti-dilution adjustment with respect to any such issuance or deemed issuance)so that the number of Class A ordinary shares issuable upon conversion of allClassB ordinary shares will equal,in t

314、he aggregate,on an as-converted basis,approximately 26.8%of sum of(i)the total number of all ClassA ordinary sharesoutstanding upon the completion of this offering(including any ClassA ordinaryshares issued pursuant to the underwriters over-allotment option and excluding theClassA ordinary shares th

315、at are included within the private units),plus(ii)allClassA ordinary shares and equity-linked securities issued or deemed issued,inconnection with the closing of the initial business combination(excluding anyshares or equity-linked securities issued,or to be issued,to any seller in theinitial busine

316、ss combination and any units issued to our sponsor or any of itsaffiliates or to our officers or directors upon conversion of working capitalloans)minus(iii)any redemptions of Class A ordinary shares by publicshareholders in connection with an initial business combination;provided that suchconversio

317、n of founder shares will never occur on a less than one-for-one basis.Ourpublic shareholders may incur material dilution due to such anti-dilutionadjustments that result in the issuance of ClassA ordinary shares on a greaterthan one-to-one basis upon conversion.If we raise additional funds through e

318、quity or convertible debt issuances,ourpublic shareholders may suffer significant dilution.This dilution would increaseto the extent that the anti-dilution provision of the founder shares result in theissuance of ClassA shares on a greater than one-to-one basis upon conversion ofthe founder shares a

319、t the time of our initial business combination.In addition,the cashless exercise of the private warrants would further increase the dilutionto our public shareholders.122025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/206137

320、9/000121390025052342/ea0234161-04.htm20/241Table of ContentsPursuant to a letter agreement to be entered with us,each of our sponsor,directors and officers has agreed to restrictions on its ability to transfer,assign,or sell the founder shares and private units,as summarized in the tablebelow.Subjec

321、tSecurities Expiration Date Natural PersonsandEntities SubjecttoRestrictions Exceptions to TransferRestrictionsFounder Shares The earlier of(A)six months afterthe completion of ourinitial businesscombination or earlierif,subsequent to ourinitial businesscombination,theclosing price of theClassA ordi

322、naryshares equals orexceeds$12.00 pershare(as adjusted forshare sub-divisions,share capitalizations,reorganizations,recapitalizations andthe like)for any20trading days withinany 30-tradingdayperiod commencing atleast 30 days afterour initial businesscombination and(B)the date followingthe completion

323、 of ourinitial businesscombination on which wecomplete a liquidation,merger,share exchangeor other similartransaction thatresults in all of ourshareholders having theright to exchange theirClassA ordinaryshares for cash,securities or otherproperty.LightWaveFounders LLCRobert BennettWilliam W.BunkerC

324、harlotte S.BlechmanRobert HochbergAllen C.Dickason Transfers permitted(a)to our officers,directors,advisors orconsultants,anyaffiliate or familymember of any of ourofficers,directors,advisors orconsultants,anymembers or partners ofthe sponsor or theirrespective affiliatesand funds and accountsadvise

325、d by such membersor partners,anyaffiliates of thesponsor,or anyemployees of suchaffiliates,(b)in thecase of an individual,as a gift to suchpersons immediatefamily or to a trust,the beneficiary ofwhich is a member ofsuch personsimmediate family,anaffiliate of suchperson or to acharitableorganization;

326、(c)inthe case of anindividual,by virtueof laws of descent anddistribution upon deathof such person;(d)inthe case of anindividual,pursuant toa qualified domesticrelations order;(e)by private salesor transfers made inconnection with anyforward purchaseagreement or similararrangement,inconnection with

327、anextension of thecompletion window or inconnection with theconsummation of abusiness combination atprices no greater thanthe price at which theshares or warrants wereoriginally purchased;(f)pro ratadistributions from oursponsor to itsrespective members,partners orshareholders pursuantto our sponsor

328、slimited liabilitycompany agreement orother charterdocuments;(g)byvirtue of the laws ofthe State132025/6/10 09:19sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025052342/ea0234161-04.htm21/241Table of ContentsSubjectSecu

329、rities Expiration Date Natural PersonsandEntities SubjecttoRestrictions Exceptions to TransferRestrictions of Delaware or oursponsors limitedliability companyagreement upondissolution of oursponsor,(h)in theevent of our liquidationprior to ourconsummation of ourinitial businesscombination;(i)in thee

330、vent that,subsequentto our consummation ofan initial businesscombination,we completea liquidation,merger,share exchange or othersimilar transactionwhich results in all ofour shareholders havingthe right to exchangetheir Class A ordinaryshares for cash,securities or otherproperty or(j)to anominee or

331、custodian ofa person or entity towhom a transfer would bepermissible underclauses(a)through(g);provided,however,that in the case ofclauses(a)through(g)and clause(j)these permittedtransferees must enterinto a written agreementagreeing to be bound bythese transferrestrictions and theother restrictions

332、contained in the letteragreements.Private units(includingcomponentsecurities andsecuritiesunderlyingthosecomponentsecurities)30days after thecompletion of ourinitial businesscombination LightWaveFounders LLCRobert BennettWilliam W.BunkerCharlotte S.BlechmanRobert HochbergAllen C.Dickason Same as abo

333、ve,exceptBTIG shall also bepermitted to make thesame type of transfersto their affiliates asthe sponsor can make toits affiliates asdescribed above.Any units,warrants,ordinaryshares or anyothersecuritiesconvertibleinto,orexercisable orexchangeablefor,anyunits,ordinaryshares,founder sharesor warrants 180days LightWaveFounders LLCRobert BennettWilliam W.BunkerCharlotte S.BlechmanRobert HochbergAllen