FWAC SEC filings, in plain English
Everything Futurewave Acquisition has filed with the SEC that we hold — 21 filings, newest first, 19 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Routine compliance exhibit: Schedule 13G — beneficial ownership report. According to the filing text, Highbridge Capital Management, LLC submitted the report on 2026-08-14 under document identifier [0000919574-26-005348]. The disclosure reports no adjustments to the $10 trust per share, the 2027-06-25 search deadline, any proposed extension, active business combination negotiations, or sponsor conduct. No percentage thresholds, share counts, or transaction values are provided in the excerpt. Why it matters: As indicated by the filing header, this report tracks institutional holdings at or above statutory ownership thresholds. Because the document contains no further disclosures from the filer regarding target engagement, amendment proposals, or capital commitments, it does not currently alter redemption mechanics, trust preservation strategies, or sponsorship behavior relative to the documented $10 trust and 2027-06-25 deadline.
What changed: Quarterly report (Form 10-Q) for the quarter ended June 30, 2026, filed by Futurewave Acquisition Corporation, a blank-check SPAC that consummated its IPO on June 26, 2026. The Company completed its IPO of 8,625,000 units at $10.00 per unit, raising $86,250,000 in gross proceeds, and a private placement of 255,500 units to the Sponsor for $2,555,000. The trust account holds $86,266,605 as of June 30, 2026. Working capital outside trust is $1,063,537. Management disclosed substantial doubt about going concern due to limited cash for operations. No business combination has been announced. The Combination Period expires June 26, 2027. Why it matters: This is the first financial report post-IPO and establishes the baseline trust value per share at approximately $10.00. It confirms the redemption mechanics and sponsor lock-ups. The going concern warning signals the SPAC may need to complete a deal quickly or risk liquidation. Investors will track target announcements, extensions, and any sponsor support. The filing also details the equity structure (public and private warrants, rights) and related-party transactions.
What changed: A Joint Filing Agreement (referenced as Exhibit 99.2) executed on August 5, 2026, wherein Feis Equities LLC and Lawrence M. Feis contract to file a Schedule 13G and any subsequent amendments concerning Ordinary shares of Futurewave Acquisition Corporation on each other’s behalf under Rule 13d-1(k). No modifications to redemption deadlines, trust value per share, extension mechanisms, deal progress, or sponsor conduct are reported. Feis Equities LLC and Lawrence M. Feis solely agreed to coordinate their SEC beneficial ownership filings. The text contains no substantive claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: Because it functions exclusively as a procedural vehicle for shared regulatory disclosure compliance, it does not alter the SPAC’s search timeline, trust accounting, conversion rights, or corporate governance, rendering it operationally neutral for investors tracking those specific variables.
What changed: A Form 8-K current report containing a press release announcing the separate listing and trading of the securities underlying Futurewave Acquisition's initial public offering units. This filing does not modify the redemption deadline of June 25, 2027, the trust value, extension provisions, any pending business combination target, or sponsor conduct. Per a press release issued by the company on July 29, 2026 and attributed to Chief Executive Officer Daniel M. McCabe, holders of the company’s units may now elect to separately trade the underlying components commencing on or about July 31, 2026. Combined units will continue trading under FWACU, while separated components are expected to list under FWAC, FWACR, and FWACW. Why it matters: According to the filing, each unit separates into one ordinary share, one right to receive one-fourth (1/4) of one ordinary share, and one redeemable warrant exercisable for one ordinary share at an exercise price of $11.50 per share. The press release directs holders to instruct their brokers to contact Continental Stock Transfer & Trust Company to facilitate the split. This restructuring impacts intraday tradability and optionality across the capital structure during the active search phase, but leaves the underlying redemption mechanics, trust account preservation requirements, and the company’s unrestricted mandate to identify a target business unchanged.
What changed: A Current Report on Form 8-K announcing the consummation of an initial public offering (IPO) and the concurrent sale of private placement units. The company reports consummating an IPO of 8,625,000 units at $10.00 per unit, including a fully exercised 1,125,000-unit over-allotment option, yielding $86,250,000 in gross proceeds. Sponsor Futurewave Capital Solutions Limited bought 255,500 private placement units at $10.00 each for $2,555,000. Proceeds totaling $86,250,000 were deposited into a trust account overseen by Continental Stock Transfer & Trust Company. The filing establishes a rigid 12-month completion window, setting June 26, 2027, as the definitive deadline for an initial business combination. Should the deadline pass without a transaction, the company will trigger automatic winding up, dissolution, and liquidation within ten business days. Public shareholders retain redemption rights for a pro rata share of the trust account, initially projected at $10.00 per public share plus unspent interest. The sponsor and initial shareholders contractually waived redemption rights for their founder and private shares, and pledged to fund any shortfalls that would pull the trust value below $10.00 per share due to vendor claims or franchise/income tax obligations. Notably, the full over-allotment exercise permanently extinguishes the previously forfeitable 482,625 founder shares, fixing the sponsor's equity position at 30% of outstanding shares post-IPO. Why it matters: Investors now hold a finalized trust ledger of $86,250,000 and a non-negotiable liquidation clock ticking toward June 26, 2027, which caps the horizon for any future redemption pricing or merger approval votes. The sponsor's explicit indemnity obligation shielding the per-share trust minimum materially lowers liquidation downside risk, while the disclosed $850,671 in working capital cash and $90,842 in accounts payable define the precise financial runway available to staff the acquisition team and pay legal/financial advisors before funds are exhausted. The filing codifies a 15% aggregate redemption ceiling per public shareholder when proxy solicitation is utilized, and confirms that each right converts into exactly one-fourth (1/4) of an ordinary share upon combination completion, regardless of whether the holder participated in a redemption offer. Independent registered public accounting firm Simon & Edward, LLP appended a going-concern qualification, stating the company lacks resources to sustain operations beyond one year absent a successful business combination. Chief Executive Officer Daniel M. McCabe signed the report, verifying that the Cayman Islands-incorporated shell retains broad discretion over target selection, faces no industry restrictions, and has generated zero operating revenues to date.
What changed: A routine compliance exhibit in the form of a Form 3, which is an initial statement of beneficial ownership reporting insider share holdings. The Form 3 filing states that Futurewave Capital Solutions Ltd holds 3,955,625 direct shares and is classified as a 10% owner. The document reports no adjustments to the redemption deadline, trust per-share value, deal progress, extension mechanisms, or sponsor conduct. It records only a static baseline of initial beneficial ownership with no accompanying acquisitions, dispositions, conversions, or cash tender/redemption activity. Why it matters: Locking in the exact initial direct share count and 10% affiliation status for Futurewave Capital Solutions Ltd creates the auditable starting point for all subsequent Section 16 monitoring and lock-up tracking. For SPAC investors watching the 2027-06-25 search horizon, this confirmation means sponsor equity positioning is currently unmoved, eliminating near-term dilution or alignment-shift risks until a target is formally identified or unit conversion occurs.
What changed: This document is a Form 3 insider ownership report filed by director Robert L. Labbe for Futurewave Acquisition Corp, which explicitly states 'No non-derivative transactions or holdings reported.'. The filing reports zero movement in insider equity. Accordingly, the SPAC’s tracked mechanics remain static: the issuer maintains its SEARCHING designation, the stated trust value holds at $10 per share, and the redemption deadline remains 2027-06-25. No extension motions, acquisition negotiations, or sponsor conduct shifts are documented. Why it matters: For investors tracking redemption calendars, trust preservation, extension mechanisms, deal progress, and sponsor behavior, this routine compliance exhibit confirms the status quo. The reporting person’s attestation of unchanged holdings provides no new signals that would alter redemption timing or extension voting leverage. The document contains no substantive operational updates, claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes; it serves exclusively as a statutory acknowledgment of unchanging beneficial ownership.
What changed: A routine compliance exhibit classified as SEC Form 3, specifically an initial insider ownership report filed by director Sean Michael Deegan on behalf of Futurewave Acquisition Corp. According to the Form 3 text, reporting person Deegan Sean Michael disclosed 'No non-derivative transactions or holdings reported.' Consequently, there are no adjustments to the SPAC’s redemption mechanics, trust fund valuations, extension triggers, target deal progression, or sponsor conduct. The internal equity ledger remains static relative to prior disclosures. Why it matters: Cited by the Form 3 submission itself, the zero-activity confirmation removes directional insider trading signals that typically precede merger negotiations or redemption windows. With no reported purchases or sales by Director Deegan, the sponsor’s capital alignment and due diligence pacing remain unchanged, meaning no automatic tender offer thresholds or extension voting requirements are activated by this filing. Investors must await subsequent regulatory documents to identify any strategic pivots or timeline revisions.
What changed: A routine compliance exhibit classified as an SEC Form 3 insider ownership report. According to the filing, Daniel M. McCabe is listed as director, Chairman, and CEO of Futurewave Acquisition Corp. The document explicitly states that no non-derivative transactions or holdings were reported by the named individual. Why it matters: This submission does not alter redemption mechanics, trust accounting, extension procedures, or business combination progress. For investors monitoring sponsor conduct and deal timelines, the report confirms executive titles without indicating new insider equity movement or strategic pivots ahead of the current search phase.
What changed: A Joint Filing Agreement executed by Feis Equities LLC and Lawrence M. Feis, designating a single Schedule 13G filing on behalf of both signatories regarding ordinary shares of Futurewave Acquisition Corporation, pursuant to Rule 13d-1(k) under the Securities Exchange Act of 1934. Feis Equities LLC and Lawrence M. Feis state that the agreement introduces no modifications to the June 25, 2027 deadline, the $10 trust share amount, extension provisions, business combination development, or sponsor conduct. The document contains no assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. Why it matters: This routine compliance exhibit serves exclusively as an administrative mechanism to allow affiliated beneficial owners to satisfy SEC disclosure requirements through a consolidated filing. It carries no operational, financial, or timeline implications for public shareholders tracking redemptions, trust distributions, or target acquisition activity.
What changed: A Securities Act Section 16(a) Form 3 initial statement of beneficial ownership filing submitted by director Fallon Becky for Futurewave Acquisition Corp. The Form 3 filing itself states that director Fallon Becky reported no non-derivative transactions or holdings. No modifications were recorded to the trust value per share ($10), the redemption deadline (2027-06-25), extension parameters, or target search progress. Why it matters: Because the director’s filing discloses zero reported equity positions, it does not change redemption mechanics, trust account dynamics, or sponsor positioning signals. The submission functions exclusively as routine statutory compliance confirming insider registration under Exchange Act rules, offering no forward-looking indication regarding business combination negotiations, warrant/certificate accumulation, or shareholder exit windows.
What changed: 8-K filed by Futurewave Acquisition Corporation (FWAC) to report the closing of its initial public offering (IPO) and the entry into related definitive agreements. FWAC consummated its IPO of 8,625,000 units (including full exercise of the over-allotment option) at $10.00 per unit, raising $86,250,000 in gross proceeds. Simultaneously, the Sponsor purchased 255,500 Private Placement Units at $10.00 each for $2,555,000. The proceeds were deposited into the trust account (target $10.00 per share). The company also issued 225,000 Representative Shares to the underwriter. The filing includes the adoption of amended charter and appointment of independent directors. Why it matters: This filing documents the initial funding of the trust (approximately $75,000,000 from the IPO plus the Private Placement proceeds to hit $10.00 per unit), establishing the baseline for future redemptions. The deadline for a business combination is 12 months from closing (June 2027), with no extension mechanism included. The charter requires any target to have a Fair Value of at least 80% of the trust balance. The Underwriting Agreement grants the Representative a right of first refusal on any business combination financing.
What changed: Prospectus for the initial public offering of Futurewave Acquisition Corporation (FWAC), a blank check company (SPAC) filed pursuant to Rule 424(b)(4). The document describes the terms of the offering, the trust account, redemption rights, business combination deadline, sponsor arrangements, and risk factors. This is the IPO prospectus for a newly formed SPAC. There is no prior public filing. The trust will hold $75,000,000 ($10.00 per public unit) upon closing. The deadline to complete a business combination is 12 months from closing, with the possibility of shareholder-approved extensions. The sponsor (Futurewave Capital Solutions Limited) purchased 3,700,125 founder shares for $25,000 and will purchase 248,000 private units for $2,480,000. No target business has been identified or contacted. Public shareholders may redeem shares for a pro rata share of the trust upon a business combination, subject to a 15% limit if a shareholder vote is used. Why it matters: Investors gain full transparency on the SPAC's structure, including the trust value per share ($10.00), redemption mechanics, sponsor compensation and conflicts of interest, the 12-month search deadline, and the significant dilution from founder shares. The document also discloses that the management team is identical to that of another SPAC (FortuneX) targeting the same enterprise value range, creating a material conflict of interest.
What changed: Form 8-A12B (Registration of Certain Classes of Securities Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934) filed by Futurewave Acquisition Corporation to register units, ordinary shares, rights, and warrants for listing on The Nasdaq Stock Market LLC. According to the registrant, the filing formally lists four security classes under ticker symbols FWACU, FWAC, FWACW, and FWACR. The company states that units will be the only security traded until the 52nd day following the final prospectus date, after which they may separately trade subject to a Form 8-K press release. Daniel M. McCabe, CEO and Chairman, signed the registration on June 24, 2026. The document records a warrant exercise price of $11.50 per share, an ordinary share par value of $0.0001, and a rights conversion ratio of one-fourth (1/4) ordinary share per right. It incorporates the security description from the Form S-1 (File No. 333-295572), initially filed May 5, 2026. The filing contains no amendments to the redemption deadline, trust account mechanics, extension proposals, business combination timeline, or sponsor conduct disclosures. Why it matters: This is a routine compliance exhibit that registers publicly traded equity and derivative components without altering the SPAC’s redemption calendar, trust distribution schedule, or acquisition status. Its substantive impact is limited to exchange listing mechanics and capital structure transparency: it dictates when secondary market holders can access the underlying ordinary shares, defines the warrant strike at $11.50, and structures rights as fractional claims (1/4 share). By citing the May 5, 2026 S-1 effective date and enforcing a 52-day unit-only trading period, it signals that trading liquidity will remain bundled until separation protocols are triggered. It introduces no customer metrics, revenue forecasts, market sizing, technology roadmaps, partnership announcements, litigation updates, or executive personnel changes.
What changed: S-1/A - Amendment No. 3 to Registration Statement for initial public offering of units. This is the third amendment to the Form S-1 registration statement for Futurewave Acquisition Corporation's initial public offering of 7,500,000 units at $10.00 per unit, each unit consisting of one ordinary share, one right to receive one-fourth of one ordinary share, and one redeemable warrant. The filing updates the prospectus with final terms, including the unit structure, underwriting arrangements, and exhibits (e.g., legal opinion, graphic). It also reflects modifications to the warrant terms and offering size adjustments from prior amendments. Why it matters: This filing establishes the IPO terms for a new SPAC with a $75 million trust ($10.00 per share), a 12-month deadline to complete a business combination, and significant sponsor incentives (founder shares at $0.0068 per share). It discloses material conflicts of interest as management serves on multiple other SPACs, and provides detailed dilution tables and redemption mechanics. For investors tracking SPACs, this is the foundational document for FWAC's capital structure and redemption rights.
What changed: Amendment No. 2 to Registration Statement on Form S-1 (S-1/A) for the initial public offering of Futurewave Acquisition Corp., a blank check company seeking a business combination. The filing updates the registration statement with revised unit terms (one ordinary share, one right to one-fourth of an ordinary share, and one redeemable warrant per unit), an offering size of $75 million (up to $86.25 million with over-allotment), audited financial statements as of March 31, 2026, a change in fiscal year end from February 28 to March 31, and expanded disclosure of material conflicts of interest because the management team also serves as directors/officers of multiple other SPACs (Yotta, Quetta, Black Hawk, Quartzsea, etc.) targeting similar-sized deals. Why it matters: This filing moves the SPAC closer to IPO effectiveness, which will deposit $75 million in trust ($10 per share) with a 12-month deadline to find a target. The extensive conflicts-of-interest disclosure highlights that target allocation may be skewed toward other SPACs run by the same sponsor team, a key risk for public shareholders. No target has been identified yet.
What changed: Amendment No. 1 to the S-1 registration statement for the initial public offering of Futurewave Acquisition Corporation, a blank-check company seeking a business combination in any industry or region. The document is a nearly complete prospectus containing the company's business description, risk factors, use of proceeds, dilution, capitalization, management background, description of securities, underwriting arrangements, and audited financial statements. This is an amendment to the S-1. The filing adds a warrant component to each unit: each unit now consists of one ordinary share, one right to receive 1/4 ordinary share upon a business combination, and one redeemable warrant to purchase one ordinary share at $11.50. The original S-1 appears to have been filed without a warrant. Additionally, the underwriting compensation includes Representative Shares (3% of shares sold), the trust deposit is $10.00 per public unit, the sponsor is purchasing 235,500 private units at $10.00 each, and the deadline for a business combination is 12 months from closing, subject to shareholder-approved extensions. The filing also notes a change of fiscal year end from February 28 to March 31, effective April 2026. Why it matters: This filing is the company's initial disclosure before its IPO, establishing the key structural terms that investors will evaluate. It does not announce a deal, an extension, or a redemption. For investors tracking redemption mechanics, the document confirms a standard $10.00 per-unit trust deposit, a 12-month deadline (through June 2027 assuming a June 2026 IPO close), and a redemption-right structure that includes a 15% cap per shareholder/group of shares tendered in connection with a shareholder vote if a tender offer is not used. For sponsor conduct, the filing discloses that Daniel M. McCabe controls the sponsor and that he and director Robert Labbe serve as officers/directors on multiple other SPACs (Yotta, Quetta, Black Hawk, Quartzsea, Quantumsphere, QuasarEdge, GalaxyEdge, Pelican II) that are also searching for targets, creating explicit conflicts of interest. The filing contains no claims about customers, revenue, or market size for a target company.
What changed: An S-1 registration statement/prospectus for an initial public offering, filed by Futurewave Acquisition Corporation (FWAC), a newly formed blank-check company. This is the primary IPO filing document. This is the initial S-1 filing. It establishes the terms of the proposed public offering of 5,000,000 units (each unit consisting of one ordinary share, one right, and one redeemable warrant) at $10.00 per unit. Key terms: Sponsor Futurewave Capital Solutions Limited will purchase 235,500 private units. The trust will hold $50 million (or $57.5 million with over-allotment). The company has 12 months to complete an initial business combination (extendable to 15 months if a definitive agreement is in place within 12 months, or later with shareholder approval). The deadline for the business combination is effectively up to 15 months from the closing of this offering (if a definitive agreement is signed within 12 months), otherwise 12 months. The fiscal year end was changed from February 28 to March 31. Why it matters: This is the foundational document for the SPAC's IPO. It establishes the redemption mechanics (including a 15% limit on redemptions by any single beneficial owner without prior consent if a shareholder vote is used), the trust value ($10.00 per public share), the sponsor's promoted shares (approximately 30%), and the significant conflicts of interest due to management's involvement in multiple other SPACs (Yotta, Quetta, Black Hawk, Quartzsea, etc.), all targeting the same enterprise value range ($180 million - $1 billion). The filing details material dilution for public shareholders (e.g., 96.4% dilution in a maximum redemption scenario).
What changed: Draft Registration Statement on Form S-1 for an initial public offering of a blank check company (SPAC) — a confidential preliminary prospectus filed with the SEC for a proposed IPO of 5,000,000 units at $10.00 per unit. This is the initial registration statement; no prior public filing exists. The document sets forth the complete terms of the proposed IPO: trust deposit of $10.00 per unit ($50 million), 12-month deadline to complete a business combination (extendable by shareholder vote), sponsor purchase of 2,466,750 founder shares for $25,000 (subject to forfeiture of 321,750 shares if over-allotment not exercised), sponsor commitment to buy 235,500 private units at $10.00 per unit, and a detailed description of redemption rights, conflicts of interest, and risk factors related to China ties. Why it matters: This draft provides the first comprehensive disclosure of FWAC's structure, sponsor economics, and investor protections. It confirms the trust per-share value, the deadline, the sponsor's nominal cost basis, and the absence of a target business. It also highlights substantial conflicts of interest (management serves on multiple SPACs with identical target criteria) and significant China-related risks. Investors evaluating redemption timing and sponsor conduct will find the baseline terms and risk factors here.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.