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1、2025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm1/241S-1 1 ea0234161-02.htm REGISTRATION STATEMENTAs filed with the U.S.Securities and Exchange Commission on May 19,2025.Registrati

2、on No.333-UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM S-1REGISTRATION STATEMENTUNDERTHE SECURITIES ACT OF 1933_LightWave Acquisition Corp.(Exact name of registrant as specified in its charter)_Cayman Islands 6770 N/A(State or otherjurisdiction ofincorporation ororganizat

3、ion)(Primary StandardIndustrialClassification Code Number)(I.R.S.EmployerIdentification Number)14755 Preston RoadSuite 520Dallas TX 75254Telephone:(650)515-3930(Address,including zip code,and telephone number,including area code,ofregistrants principal executive offices)_Robert BennettChief Executiv

4、e Officer14755 Preston RoadSuite 520Dallas TX 75254Telephone:(650)515-3930(Name,address,including zip code,and telephone number,including area code,ofagent for service)_Copies to:Mitchell S.NussbaumDavid J.LevineLoeb&Loeb LLP345 Park AvenueNewYork,NewYork10154Tel:(212)407-4000 Andrew BarkerWalkers(C

5、ayman)LLP190 Elgin AvenueGeorge TownGrand Cayman KY1-9008Cayman Islands Douglas S.EllenoffStuart NeuhauserAnthony AinEllenoff Grossman&Schole LLP1345 Avenue of theAmericasNewYork,NewYork10105(212)370-1300_Approximate date of commencement of proposed sale to the public:As soon as practicable after th

6、e effectivedate of this registration statement.If any of the securities being registered on this Form are to be offered on a delayed or continuous basispursuant to Rule415 under the Securities Actof1933 check the following box.If this Form is filed to register additional securities for an offering p

7、ursuant to Rule462(b)under theSecurities Act,please check the following box and list the Securities Act registration statement number of theearlier effective registration statement for the same offering.If this Form is a post-effective amendment filed pursuant to Rule462(c)under the Securities Act,c

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

9、stration statement number of the earlier effective registrationstatement for the same offering.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See the definitions of“larg

10、eaccelerated filer,”“accelerated filer,”“smaller reporting company”and“emerging growth company”inRule12b-2 of the ExchangeAct.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the

11、registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuant 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 delayi

12、ts effective date until the Registrant shall file a further amendment which specifically states that thisRegistration Statement shall thereafter become effective in accordance with Section8(a)of the SecuritiesActof1933,as amended,or until the Registration Statement shall become effective on such dat

13、e as theSecurities and Exchange Commission,acting pursuant to said Section8(a),may determine.2025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm2/241Table of ContentsThe information i

14、n this prospectus is not complete and may be changed.Wemay not sell these securities until the registration statement filed withthe Securities and Exchange Commission is effective.This prospectus is notan offer to sell these securities and it is not soliciting an offer to buythese securities in any

15、jurisdiction where the offer or sale is notpermitted.PRELIMINARY PROSPECTUS SUBJECTTOCOMPLETION,DATEDMAY19,2025$150,000,000LightWave Acquisition Corp.15,000,000UnitsLightWave Acquisition Corp.is a blank check company incorporated as a Cayman Islandsexempted company and formed for the purpose of effe

16、cting a merger,amalgamation,share exchange,asset acquisition,share purchase,reorganization or similar businesscombination with one or more businesses,which we refer to throughout this prospectusas our initial business combination.We have not selected any business combinationtarget and we have not,no

17、r has anyone on our behalf,initiated any substantivediscussions,directly or indirectly,with any business combination target.Althoughwe currently intend to focus on target businesses in the technology industry,we maypursue an acquisition opportunity in any business,industry,sector or geographicalloca

18、tion.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-half 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

19、 to adjustment as describedherein.Only whole warrants are exercisable.No fractional warrants will be issuedupon separation of the units and only whole warrants will trade.The warrants willbecome exercisable 30days after the completion of our initial business combinationand will expire fiveyears afte

20、r the completion of our initial business combinationor earlier upon redemption or our liquidation,as described herein.The underwritershave a 45-day option from the date of this prospectus to purchase up to an additional2,250,000units to cover over-allotments,if any.We will provide our public shareho

21、lders with the opportunity to redeem,regardless ofwhether they abstain,vote for,or vote against,our initial business combination,all or a portion of their ClassA ordinary shares that were sold as part of theunits in this offering,which we refer to collectively as our public shares,upon thecompletion

22、 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 below asof twobusinessdays prior to the consummation of our initial business combination,including interest earned on the funds held in the trust acc

23、ount,less taxes payable,divided by the number of then outstanding public shares,subject to the limitationsand on the conditions described herein.The proceeds 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

24、be levied on the Company pursuant to any current,pending or future rules or laws,including without limitation any excise tax dueunder the Inflation Reduction Actof2022 on any redemptions or stock buybacks byour company.See“SummaryThe OfferingRedemption rights for publicshareholders upon completion o

25、f our initial business combination”and“SummaryThe OfferingRedemption of public shares anddistribution and liquidation if no initial business combination”for moreinformation.Notwithstanding the foregoing redemption rights,if we seek shareholder approval ofour initial business combination and we do no

26、t conduct redemptions in connection withour initial business combination pursuant to the tender offer rules,our amended andrestated memorandum and articles of association provide that a public shareholder,together with any affiliate of such shareholder or any other person with whom suchshareholder i

27、s acting in concert or as a“group”(as defined under Section13 ofthe Securities ExchangeActof1934,as amended(the“ExchangeAct”),will berestricted from redeeming 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 ber

28、estricting our shareholders ability to vote all of their shares(including allshares held by those shareholders that hold more than 15%of the shares sold in thisoffering)for or against our initial business combination.See“SummaryTheOffering Limitation on redemption rights of shareholders holding 15%o

29、r more of the shares sold in this offering if we hold shareholder vote”for further discussion of certain limitations on redemption rights.Our sponsor,LightWave Founders LLC,and BTIG have committed to purchase an aggregateof 512,500 private units(or 563,125 private units if the over-allotment option

30、isexercised in full)at a price of$10.00 per unit for an aggregate purchase price of$5,125,000(or$5,631,250 if the over-allotment option is exercised in full).Ofthese private units,our sponsor has agreed to purchase 362,500 private units(or390,625 private units if the over-allotment option is exercis

31、ed in full)and BTIG hasagreed to purchase 150,000 private units(or 172,500 private units if the over-allotment option is exercised in full).Each private unit will be identical to theunits sold in this offering,except as described in 2025/5/21 15:48sec.gov/Archives/edgar/data/2061379/0001213900250456

32、07/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm3/241Table of Contentsthis prospectus.The private units will be sold in a private placement that willclose simultaneously with the closing of this offering,including the over-allotmentoption,as appli

33、cable.Six institutional investors(none of which are affiliated withany member of our management,our sponsor or any other investor),which we refer toas the“non-managing sponsor investors”throughout this prospectus,have expressedan interest to indirectly purchase,through the purchase of non-managing s

34、ponsormembership 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 theaggregate)if the over-allotment option is exercised in full)in a private placementthat will close simultaneously with the closing of this offerin

35、g.Subject to eachnon-managing sponsor investor indirectly purchasing,through non-managing sponsormembership interests,the private units allocated to it in connection with theclosing of this offering,the sponsor will issue membership interests at a nominalpurchase price to the non-managing sponsor in

36、vestors 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)held by the sponsor.The non-managing sponsor investors have expressed to us an interest in purchasing upto an aggregate of approximately 6,900,000 uni

37、ts in this offering at the offeringprice(assuming the exercise in full of the underwriters over-allotment option).None of the non-managing sponsor investors 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

38、 the non-managing sponsor investors will acquire anyunits,either directly or indirectly,in this offering,or as to the amount of theunits the non-managing sponsor investors will retain,if any,prior to or upon theconsummation of our initial business combination.Because these expressions ofinterest are

39、 not binding agreements or commitments to purchase,non-managing sponsorinvestors may determine to purchase fewer units in this offering,or none at all.Depending on how many units are purchased by the non-managing sponsor investors,thepost-offering trading volume,volatility and liquidity of our secur

40、ities 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 purchase of units by thenon-managing sponsor investors to negatively impact our ability to meet Nasdaqlisting eligibility requirements.In addition,t

41、he underwriter has full discretion toallocate the units to investors and may determine to sell fewer units to the non-managing sponsor investors,or none at all,and the purchase of the non-managingsponsor membership interests is not contingent upon participation in this offering orvice versa.The unde

42、rwriter will receive the same upfront discounts and commissionsand deferred underwriting commissions on units purchased by the non-managing sponsorinvestors,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 obliga

43、tion to voteany of their public shares in favor of our initial business combination.Nevertheless,the non-managing sponsor investors will be incentivized to vote theirpublic shares in favor of a business combination due to their indirect ownershipthrough the sponsor of founder shares and private unit

44、s.For a discussion ofcertain additional arrangements with the non-managing sponsor investors,see“SummaryThe OfferingExpressions of Interest.”On 29 January2025,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.Subse

45、quently,on March 7,2025,the Company capitalized$26.25 standing to the creditof the Companys share premium account and issued to the sponsor an additional262,500 Class B ordinary shares,as a result of which the sponsor has purchased andholds an aggregate of 6,325,000 Class B ordinary shares(up to 825

46、,000 of which aresubject to forfeiture by the holders thereof depending on the extent to which theunderwriters over-allotment option is exercised).Following and as a result of thatcapitalization and issuance of additional founder shares,the sponsor is deemed tohave purchased the founder shares for$0

47、.004 per share.The ClassB ordinary shareswill automatically convert into Class A ordinary shares concurrently with orimmediately following the consummation of our initial business combination,or at anytime prior thereto at the option of the holder thereof,on a one-for-one basis,subject to adjustment

48、 as provided herein.Because our sponsor acquired the ClassBordinary shares at a nominal price,our public shareholders will incur an immediateand substantial dilution upon the closing of this offering,assuming no value isascribed to the warrants included in the units.In the case that additional Class

49、Aordinary shares,or equity-linked securities(as described herein),are issued ordeemed issued in excess of the amounts issued in this offering and related to theclosing of our initial business combination,the ratio at which the ClassB ordinaryshares will convert into Class A ordinary shares will be a

50、djusted(unless theholders of a majority of the issued and outstanding ClassB ordinary shares agree towaive such anti-dilution adjustment with respect to any such issuance or deemedissuance)so that the number of ClassA ordinary shares issuable upon conversion ofall ClassB ordinary shares will equal,i

51、n the aggregate,approximately 26.8%of thesum of(i)the total number of all ClassA ordinary shares outstanding upon thecompletion of this offering(including any ClassA ordinary shares issued pursuantto the underwriters over-allotment option and excluding the ClassA ordinary sharesthat are included 202

52、5/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm4/241Table of Contentswithin the private units),plus(ii)all ClassA ordinary shares and equity-linkedsecurities issued or deemed issued,

53、in connection with the closing of the initialbusiness combination(excluding any shares or equity-linked securities issued,or tobe issued,to any seller in the initial business combination and any units issued toour sponsor or any of its affiliates or to our officers or directors upon conversionof wor

54、king capital loans)minus(iii)any redemptions of ClassA ordinary shares bypublic shareholders in connection with an initial business combination;provided thatsuch conversion of founder shares will never occur on a less than one-for-one basis.As a result,the ClassA ordinary shares issuable in connecti

55、on with the conversionof the founder shares may result in material dilution to our public shareholders dueto the anti-dilution rights of our founder shares that may result in an issuance ofClassA ordinary shares on a greater than one-to-one basis upon conversion.Prior to the closing of our initial b

56、usiness 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 outside the CaymanIslands(including any s

57、pecial 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 with the completion of our initialbusiness

58、 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 TransferRestrictions on Founder Shares”,and“SummaryTheO

59、ffering 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 theconsummation of our initial business

60、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 further discussion of our sponsors and our aff

61、iliatessecurities 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 select anacquisition target that subseque

62、ntly 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 memorandum and articles of association toexten

63、d 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 distributions from assets outside the trust account

64、,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 anddirectors may have a conflict of interest w

65、ith 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 shareholders will experiencematerial dilution from

66、 the issuance of the shares(the“private shares”)underlyingthe private units.Our public shareholders may further experience material dilutionfrom the exercise of the 256,250 private warrants underlying the private units into256,250 Class A ordinary shares(or up to 281,563 private warrants exercisable

67、 into281,563 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 elects to convert the working capital loa

68、ns 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 resultin material dilution to our public sha

69、reholders.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“Administrative Services Fee”)foroffice space,utilitie

70、s 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 combination,up to$1,500,000 of such loans may b

71、econvertible into private units of the post-business combination entity at a price of$10.00 per unit at the option of our sponsor.2025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm5/

72、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 conflict of interest in determining whe

73、ther 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 an advisor or otherwise inconnection wit

74、h 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(including proceeds from any promissory n

75、otes 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 respect to the payment of any finders f

76、ee,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 with ourinitial business combination or

77、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 combination.As a result,there maybe actual or pote

78、ntial 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 founder shares held by the sponsor ascom

79、pensation for their services as officers and directors of the Company.OurChairman and Chief Executive Officer,Mr.Bennett,will receive an indirect interestin 2,275,000 founder shares through membership interests in our sponsor,and our ViceChairman and Chief Financial Officer,William W.Bunker,will rec

80、eive 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 sponsor.Charlotte S.Blechman will receive an

81、 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 in 50,000 founder shares throughmembershi

82、p 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 with which to effectuate our initial bus

83、iness 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”,“SummaryConflicts of Interest”,“Risk FactorsRisks R

84、elating 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 if our initial businesscombination is n

85、ot 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“ManagementConflicts of Interest”for more informa

86、tion.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 combination)or until such earlier liquid

87、ation 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 amendedand restated memorandum and articles of

88、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 shareholder approval for anextension,holders of pu

89、blic 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 and outstanding public shares,subject toa

90、pplicable 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,payable in cash,equal to the aggregate amo

91、unt 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 furtherdescribed herein.2025/5/21 15:48sec.gov

92、/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm6/241Table of ContentsCurrently,there is no public market for our units,Class A ordinary shares orwarrants.We intend to apply to have our units listed on

93、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 warrantscomprising the units to begin separate

94、 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 the securities comprising theunits begin

95、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 be subject to reducedpublic company repo

96、rting 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 protectionsnormally afforded to investors in

97、 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 criminal offense.No offer or invitation,

98、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$150,000,000Underwriting discounts and commissions(1)$0.55$8,250,000Proceeds,before expenses,to us$9.45$141,750,000_(1)Includes$0.

99、20 per unit,or$3,000,000 in the aggregate(or$3,450,000 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$5,250,000 in the aggregate(or$6,037,500 in the aggregate if the underwrit

100、ers 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 consummation of an initial business combination.See“

101、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,$150,375,000,or$172,931,250 if the underwritersoverallotment option is exercised in full($10.

102、025 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 share(“NTBV”),as adjusted to give effec

103、tto 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 MaximumRedemption 50%of MaximumRedemption 7

104、5%of MaximumRedemption 100%of MaximumRedemptionNTBV NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice NTBV DifferencebetweenNTBV andOfferingPrice Assuming Full Exercise of Over-Allotment Option$6.96$6.31$3.69$5.31$4.69

105、$3.53$6.47$(0.47)$10.47 Assuming No Full Exercise of Over-Allotment Option$6.95$6.30$3.70$5.30$4.70$3.52$6.48$(0.48)$10.48 2025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm7/241Tabl

106、e 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 with which to effectuate our initial bus

107、iness 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 will be required topresent a business co

108、mbination 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 sections titled“SummaryConflicts ofInterest

109、”,“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 purchasers on or about,2025.Sole Book-Running M

110、anagerBTIG,2025 2025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm8/241Table of ContentsTABLE OF CONTENTS PageSummary 1The Offering 17Summary Financial Data 46Risks 47Risk Factors 50

111、Cautionary 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 Business Combination 128Management 149Principal

112、 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 the information contained in this prospec

113、tus.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 jurisdiction where the offer or sale is notpermi

114、tted.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.Solely for convenience,trademarks and tra

115、de 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 tradenames.We do not intend our use or display

116、 of other companies trade names,trademarks or service marks to imply a relationship with,or endorsement orsponsorship of us by,any other companies.i2025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/

117、ea0234161-02.htm9/241Table 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 decision.You should read thisentire prospectus

118、 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,”“company”or“our company”are to LightWav

119、e 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”are to BTIG,LLC,the sole book-running ma

120、nager 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 per share;“Companies Act”are to the Com

121、panies 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 business combination or(ii)such other time

122、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 association to modify the amount of time we

123、will 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 to this offering and the ClassAordinary

124、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 avoidance of doubt,such ClassA ordinary sha

125、res 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”are to our officers anddirectors;“non-ma

126、naging 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 units in thisoffering(assuming the exercise

127、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)(or up to 320,625 private units if the ove

128、r-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 membership interests at a nominal purchase price

129、tothe non-managing sponsor investors at the closing of this offeringreflecting interests in an aggregate of12025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm10/241Table of Contents2

130、,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 sold in thisoffering;“ordinary resoluti

131、on”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 allof the holders of the issued shares enti

132、tled 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 topurchase up to an additional 2,250,000 units

133、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 warrants”are to the warrants included in the p

134、rivate 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 our public shares,includingour initial

135、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 ourmanagement teams or any non-managing sponso

136、r 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 resolution”are to a resolution of the com

137、pany 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 proxies are allowed,by proxy at ageneral

138、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 restated memorandum andarticles of associa

139、tion 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 requisiteapproval threshold has been obtain

140、ed 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 Bennett is the managingmember of the s

141、ponsor;“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 pursuant to any current,pending or future r

142、ules 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 date”are to the date on which the warrants

143、 willbecome exercisable,which is 30days after the completion of our initialbusiness combination;22025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm11/241Table of Contents“warrant exp

144、iration 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 issuable upon conversion of working capital

145、 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 all references to forfeiture of shares,d

146、escribed 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 issuance of shares from share premium).Unl

147、ess 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 purpose of effecting a merger,amalgama

148、tion,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 target and we have not,nor has anyone o

149、n 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,sector or geographical location.We inte

150、nd 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 partner to potential target businesses,e

151、nhance 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 capitalmarkets experience,with local and cross-b

152、order 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.Bennett,our Chairman and Chief Executive O

153、fficer,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 businessesand selling them to strategic acquirers.S

154、ince 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 acquiredCultureMap,a digital media compan

155、y.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 Officer of Long-LokFasteners Corporation,a n

156、ext 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 Modulant Solutions,an ITservices and s

157、oftware 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,portal and web services.The company wasso

158、ld 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 director of Moolec Sciences Ltd,the merger

159、partner,in2023.32025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm12/241Table of ContentsWilliam W.Bunker,our Vice-Chairman and Chief Financial Officer,co-founded thelargest dating s

160、ite 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 Alert Logic in2015.Mr.Bunker co-founded

161、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 LightJump AcquisitionCorp.,a special purp

162、ose 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 leaders andexperienced investors.Each b

163、rings 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 directors commencing onthe effective da

164、te 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 software company with offices inNew Yor

165、k,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 business combination with GCM Grosvenor in No

166、vember2020,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 AEye in August 2021 and a director of Cant

167、or 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.Blechman has extensiveexecutive and mana

168、gement 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 various departments.She was responsible

169、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 of its business combination withView in

170、 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 Communication at Barneys New York.Priorto th

171、at,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 board of directors commencing onthe ef

172、fective 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 at Frito-Lay and Frito-Lay Internationa

173、l,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 Suiza Foods,then Dean Foods,the leading

174、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 began his career at Procter and Gamble,whe

175、re 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 financeconcentration for the University of Cincinnati.420

176、25/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm13/241Table of ContentsFirst Lexington,LLCRobert Bennett is affiliated with First Lexington,LLC(“First Lexington”),f/k/aFirst Lexingto

177、n 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 initial business combination,at FirstLexingt

178、ons 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)success withrespect to a business combina

179、tion 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 affiliates as indicative ofour future

180、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 which a conflict of interest may or does

181、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“ManagementConflicts of Interest.”Competitive Stre

182、ngthsAlternative 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 process to a publiclisting rather than

183、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 business combination isapproved by our s

184、hareholders 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 the offering from occurring.Oncepublic

185、,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 augmenting a companys profile among potential

186、 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 account of$150,375,000(or$172,931,250 if

187、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,providing capital for the potential growth

188、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 use themost efficient combination that w

189、ill 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 assurance that it will beavailable to us.Pri

190、or 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 17,2018 for25,000,000 units,with each unit co

191、nsisting 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 December31,2018,the underwriters of the SPACsi

192、nitial public offering exercised their over-allotmentoption in part andpurchased 758,413units at an offering price of$10.00 per unit,52025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.h

193、tm14/241Table 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“GCMG”,and the price of the common stock h

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

195、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 certain of its subsidiaries filedvoluntary

196、 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 companyssecurities on Nasdaq was subsequently su

197、spended 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 submitted a proposed settlement for co

198、urt 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 ClassA common stock,parvalue$0.0001 per s

199、hare,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 inconnection with the business combination.AEye,In

200、c.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).SPACconsummated its IPO on January12,2021

201、 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$120,000,000.On January15,2021,the underwrite

202、rs 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 business combination fromJuly12,2022 to Ja

203、nuary12,2023.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.Following redemptions,SPAC had 2,767,210 publi

204、c 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$192.50 to$5.50 following consummation

205、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 consisting of oneshare of ClassA common st

206、ock,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 28,2023 because SPAC was unable to complet

207、e 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 share.The shares were sold at a price o

208、f$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 completingthe transaction.No extension of SPAC

209、 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 business or that the price of the shares o

210、f the combined entity post-business combination will increase.62025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm15/241Table of ContentsOur Acquisition ProcessIn evaluating a prospec

211、tive 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 review of financial,operational,legaland ot

212、her 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 and evaluate a target business and to st

213、ructure 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 target business with which our initial

214、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,any operations for anindefinite period o

215、f 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 combination(including pursuant to forwardpu

216、rchase 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 combination of the foregoing.We may seek to com

217、pleteour 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 shareholders with the opportunity to redee

218、m 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 seek shareholder approval,we will complet

219、e 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 suchshareholders as,being entitled to do so,vote in p

220、erson 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 will bebased on a variety of factors suc

221、h 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 extended by shareholder approval to am

222、end 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 combination.If weanticipate that we may be

223、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 combination.There are no limitations on thenumb

224、er 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,payable in cash,equal to the aggregate a

225、mount 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 24months fromthe closing of this offering a

226、nd 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 approve,from the closing of thisoffering,w

227、e 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),divided by the number of then issued and

228、outstandingpublic shares,subject to applicable law and certain conditions as furtherdescribed herein.We expect the pro rata redemption price to be approximately$10.025 per public share(whether or not the underwriters exercise their over-allotment option),without taking into account any interest or o

229、ther 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.72025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02

230、.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm16/241Table 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 ouramended and restated memorandum an

231、d 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 to extend the time period toconsummate

232、 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,our sponsors investment in our founder

233、 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 at least 80%of the value of the assets

234、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 of directors is not able to independent

235、ly 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.While we consider it likely that our board

236、 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 ofuncertainty as to the value of the

237、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 our public shareholders own shares wil

238、l 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 business in order to meet certain objectiv

239、es 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 controllinginterest in the target sufficient f

240、or 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 prior to thebusiness combination may co

241、llectively 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 of the outstanding capitalstock,shares

242、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 less than a majority of our issued ando

243、utstanding 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 acquired is what will be taken into ac

244、count 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 initial business combination with a co

245、mpanythat 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 investors.In the event we seek to complete our

246、 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 opinion from an independent investment ban

247、king 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 anopinion in any other context.Members of our

248、 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 business with which to effectuate our initial

249、business 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 acquisition target that subsequently declines

250、in value and isunprofitable for public shareholders.If we are unable to complete our82025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm17/241Table of Contentsinitial business combina

251、tion 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 directors to complete atransaction even i

252、f 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 retention or resignation of any suchofficers a

253、nd 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 obligations or duties to one ormore other en

254、tities 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 becomes aware of a businesscombination op

255、portunity 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 entity.Our amended and restated memorandum

256、and 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 indirectly in the same or similar bus

257、iness 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,and us,on the other or(b)the presentati

258、on 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 businesscombination.In addition,our sponsor and our off

259、icers 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 directors could haveconflicts of interes

260、t 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 pursuing an initial business combinationtarge

261、t,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 discussed under the section entitled“Proposed

262、 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 potential conflicts of interest which may ar

263、ise 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 toundertake and would otherwise be reasonable f

264、or 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 suitabletarget businesses to us and the ot

265、her 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 compared to the sizes ofthe targets,the n

266、eed 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 Registration Statement onForm8-A with the

267、 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 Form15 to suspend ourreporting or othe

268、r 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 other entities having abusiness object

269、ive 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 terms that we will be able to negotiate

270、.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,92025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.ht

271、mhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm18/241Table 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 financialresources.This inherent limitation gives

272、 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 combination and ourissued and outstanding warran

273、ts,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 FactorsBecause of ourlimited resources and the s

274、ignificant 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 of the funds in thetrust account that

275、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 than is availablefrom the proceeds held

276、 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 raise additional funds throughequity or

277、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 that are senior to our equity securiti

278、es 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 are greater than we could acquire with

279、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 berequired to seek additional financing to co

280、mplete 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 combination.There is no limitation on

281、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 enter into following consummationof t

282、his 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 sufficient funds available to us,we will b

283、e 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 company,which was recently formed inJ

284、anuary 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 managing member of our sponsor,LightW

285、ave 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 Chief Executive Officer,Mr.Bennett,will re

286、ceive an indirectinterest in 2,275,000 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 oursponsor.In addition,our independent direc

287、tors 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,Robert Hochberg willreceive an indirect i

288、nterest 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 sponsor,none of the other members ofo

289、ur 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 interests at a nominal purchase price($

290、0.004 per share)to the non-managing sponsor investors reflecting interests in anaggregate102025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm19/241Table of Contentsof 2,925,000 found

291、er 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 of any securities held by our sponsor

292、,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 initialbusiness combination and the securities

293、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 space,utilities andsecretarial andadm

294、inistrative support 6,325,000 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-allotmentoption is exercised infull)Up to$20

295、0,000 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 option of thelender Working capital loans t

296、ofinance 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 completing an initialbusiness combinationHo

297、lders 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 basis uponconversionLightWave Founders L

298、LC,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 combination,willbe paid from funds heldoutside

299、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 transactionsWilliam W.Bunker _(1)Subjec

300、t 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 investors at the closing of

301、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.112025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/

302、edgar/data/2061379/000121390025045607/ea0234161-02.htm20/241Table 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 aggregate)at a price of

303、$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 place.(4)As of the date o

304、f 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 combination),but would not

305、 in any event be paid out of theAdministrative Services Fee.Because our sponsor acquired the founder shares at a nominal price($0.004 pershare),our public shareholders will incur immediate and substantial dilution uponthe closing of this offering,assuming no value is ascribed to the warrantsincluded

306、 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 shares on a greater than o

307、ne-to-one basisupon conversion.Additionally,our public shareholders may experience dilution fromthe exercise of the 256,250 private warrants(281,563 private warrants if theunderwriters over-allotment option is exercised in full)that compose part of theprivate units to be purchased by our sponsor and

308、 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 public shareholders to be

309、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 the consummation of our

310、 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.”The founder shares

311、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.In the case thatadditi

312、onal 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 will be adjusted(unless

313、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 the aggregate,on an as

314、-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 that are included withi

315、n 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 business combination and an

316、y 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 suchconversion of founder shares w

317、ill 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 equity or convertible

318、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 at the time of our ini

319、tial business combination.In addition,the cashless exercise of the private warrants would further increase the dilutionto our public shareholders.122025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/

320、ea0234161-02.htm21/241Table 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.SubjectSecurities Expiratio

321、n 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 ordinaryshares equals ore

322、xceeds$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 of ourinitial busine

323、sscombination 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.BunkerCharlotte S.BlechmanRo

324、bert 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 accountsadvised by such membersor p

325、artners,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;(c)inthe case of anin

326、dividual,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 anextension of thecom

327、pletion 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 sponsorslimited liabilitycom

328、pany agreement orother charterdocuments;(g)byvirtue of the laws ofthe State132025/5/21 15:48sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htmhttps:/www.sec.gov/Archives/edgar/data/2061379/000121390025045607/ea0234161-02.htm22/241Table of ContentsSubjectSecurities Expiration Dat

329、e 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 theevent that,subsequentt

330、o 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 custodian ofa person

331、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 restrictionscontained in the lett

332、eragreements.Private units(includingcomponentsecurities andsecuritiesunderlyingthosecomponentsecurities)30days after thecompletion of ourinitial businesscombination LightWaveFounders LLCRobert BennettWilliam W.BunkerCharlotte S.BlechmanRobert HochbergAllen C.Dickason Same as above,exceptBTIG shall a

333、lso 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 C.Dickason The 180 d