LightWave Acquisition (LWAC) risk factors, FY2025 10-K

Other

1. 01Liquidity, Capital Resources and Going Concern
2. 02Off-Balance Sheet Arrangements
3. 03Critical Accounting Policies
4. 04Recent Accounting Standards
5. 05Evaluation of Disclosure Controls and Procedures
6. 06Changes in Internal Control over Financial Reporting
7. 07ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE1
8. 08Allen C. Dickason 78 Independent Director
9. 09Number and Terms of Office of Officers and Directors
10. 10Executive Officer and Director Compensation
11. 11Any compensation to be paid to our executive officers by the Company will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors
12. 12Committees of the Board of Directors
13. 13Robert Hochberg serves as the chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that Robert Hochberg qualifies as an “audit committee financial expert” as defined in applicable SEC rules
14. 14Compensation Committee Interlocks and Insider Participation
15. 15Allen C. Dickason All Saints Day School Education Member Board of Trustees
16. 16We cannot assure you that any of the above-mentioned conflicts will be resolved in our favor
17. 17Limitation on Liability and Indemnification of Officers and Directors
18. 18We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors
19. 19Officer and Director Compensation
20. 20ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
21. 21(1) Unless otherwise noted, the business address of each of the following is c/o LightWave Acquisition Corp., 14755 Preston Road, Suite 520, Dallas TX 75254
22. 22ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
23. 23Promissory Note – Related Party
24. 24Administrative Services Arrangement
25. 25Tax Fees. For the year ended December 31, 2025, fees for our independent registered public accounting firm were $0, for the services Withum performed in connection with tax compliance, tax advice and tax planning
26. 26ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
27. 27Report of Independent Registered Public Accounting Firm F-2
28. 28Opinion on the Financial Statements
29. 29Total Assets $ 221,031,393
30. 30Loss from operations (466,055 )
31. 31FOR THE PERIOD FROM JANUARY 22, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
32. 32Compensation expense 372,000
33. 33Net cash used in operating activities (476,927 )
34. 34Net cash used in investing activities (215,625,000 )
35. 35Cash – End of period $ 808,775
36. 36NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
37. 37Transaction costs amounted to $12,386,896, consisting of $4,312,500 of cash underwriting fee, $7,546,875 of deferred underwriting fee, and $527,521 of other offering costs
38. 38The Company’s liquidity needs up to December 31, 2025 had been satisfied through the loan under an unsecured promissory note and advances from a related party. At December 31, 2025, the Company had cash of $808,775, due from Sponsor of $25,000, and working capital of $763,437
39. 39Emerging Growth Company Status
40. 40Cash and Cash Equivalents
41. 41Investments Held in Trust Account
42. 42Offering Costs Associated with the Initial Public Offering
43. 43Fair Value of Financial Instruments
44. 44Class A Ordinary Shares Subject to Possible Redemption
45. 45Class A ordinary shares issuance costs (12,230,186 )
46. 46Net Income Per Ordinary Share
47. 47Allocation of net income, as adjusted $ 2,193,832 $ 1,439,737
48. 48Allocation of net income, as adjusted $ 2,165,381 $ 1,468,188
49. 49Recent Accounting Pronouncements
50. 50NOTE 3 — INITIAL PUBLIC OFFERING
51. 51NOTE 4 — PRIVATE PLACEMENT
52. 52Promissory Note — Related Party
53. 53Administrative Services Agreement
54. 54Class A Ordinary Shares — The Company is authorized to issue a total of 300,000,000 Class A ordinary shares at par value of $0.0001 per share. At December 31, 2025, there were 606,250 Class A ordinary shares issued or outstanding, excluding 21,562,500 shares subject to possible redemption
55. 55NOTE 8 — FAIR VALUE MEASUREMENTS
56. 56At December 31, 2025, investments held in the Trust Account were held in mutual funds which are invested in money market funds. Investments held in the Trust Account are presented on the balance sheet at fair value at the end of the reporting period
57. 57NOTE 9 — SEGMENT INFORMATION
58. 58The CODM assesses performance for the single segment and decides how to allocate resources. The measure of segment assets is reported on the balance sheet as total assets
59. 59Earnings on investments held in Trust Account $ 4,454,851
60. 60NOTE 10 — SUBSEQUENT EVENTS
61. 613.1 Amended and Restated Memorandum and Articles of Association (incorporated by reference to exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on June 30, 2025)
62. 6210.3 Registration Rights Agreement among the Registrant, LightWave Founders LLC and the Holders signatory thereto (incorporated by reference to exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on June 30, 2025)
63. 6310.7 Amended and Restated Promissory Note, dated June 17, 2025, issued to LightWave Founders LLC (incorporated by reference to exhibit 10.7 to the Registration Statement on Form S-1/A filed with the SEC on June 18, 2025)
64. 6431.1* Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
65. 65104* Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
66. 66Title: Chairman and Chief Executive Officer