LightWave Acquisition Corp-A 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number:001-42714 LIGHTWAVE ACQUISITION CORP.(Exact name of registrant as specified in its charter) Cayman IslandsN/A(State or other jurisdiction of(I.R.S. Employer (214) 617-8250(Registrant’s telephone number, including area code) Securities registered pursuant to Section12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Actof 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting companyEmerging Growth Company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of June 30, 2025, the aggregate market value of the registrant’s ordinary shares held by non-affiliates of the registrant was$216,056,250. As of March 30, 2026, there were 22,168,750 Class A ordinary shares, par value $0.0001 per share (inclusive of shares included inoutstanding units), and 7,906,250 Class B ordinary shares, par value $0.0001 per share, of the registrant issued and outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. LIGHTWAVE ACQUISITION CORP. Annual Report on Form 10-K for the Year Ended December 31, 2025 PagePART I1ITEM 1.BUSINESS1ITEM 1A.RISK FACTORS8ITEM 1B.UNRESOLVED STAFF COMMENTS8ITEM 2.PROPERTIES8ITEM 3.LEGAL PROCEEDINGS8ITEM 4.MINE SAFETY DISCLOSURES8PART II9ITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED SHAREHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES9ITEM 6.[RESERVED]9ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS9ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK13ITEM 8.CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA13ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIALDISCLOSURE13ITEM 9A.CONTROLS AND PROCEDURES13ITEM 9B.OTHER INFORMATION13ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS13PART III14ITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE14ITEM 11.EXECUTIVE COMPENSATION24ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSHAREHOLDER MATTERS25ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE26ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES28PART IV29ITEM 15.EXHIBITS AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULES29 CERTAIN TERMS References to “the Company,” “LWAC,” “our,” “us” or “w