Futurewave Acquisition Corp美股招股说明书(2026-06-26版)

$75,000,000Futurewave Acquisition Corporation7,500,000 Units Futurewave Acquisition Corporation is a blank check company incorporated as a Cayman Islands exempted company with limitedliability, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similarbusiness combination with one or more businesses or entities. Our efforts to identify a prospective target business will not be limited toa particular industry or geographic region. We do not have any specific business combination under consideration and we have not(nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any substantive discussions,formal or otherwise, with respect to such a transaction with our company. This is an initial public offering of our securities. Each unit we are offering has a price of $10.00 and consists of: (i) one ordinaryshare, (ii) one right to receive one-fourth (1/4) of one ordinary share upon the consummation of the initial business combination, and(iii) one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one ordinary share at a price of $11.50 pershare, subject to adjustment as described in this prospectus. Only whole warrants are exercisable. No fractional warrants will be issuedupon separation of the units and only whole warrants will trade. The warrants will become exercisable 30 days after the completion ofour initial business combination and will expire five years after the completion of our initial business combination or earlier uponredemption or our liquidation, as described herein. Subject to the terms and conditions described in the prospectus, we may redeem thewarrants for cash once the warrants become exercisable. The underwriters have a 45-day option from the date of the consummation ofthis offering to purchase up to an additional 1,125,000 units (over and above the 7,500,000 units referred to above) to cover over-allotments, if any. We will provide our holders of public shares (as defined below), which we refer to collectively as our “public shareholders,” with theopportunity to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of theirordinary shares that were sold as part of the units in this offering, which we refer to collectively as our “public shares,” upon thecompletion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit inthe trust account described below as of two business days prior to the consummation of our initial business combination, includinginterest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of thenoutstanding public shares. Notwithstanding the foregoing, if we seek shareholder approval of our initial business combination and wedo not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, a public shareholder,together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (asdefined under Section13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of15% of the shares sold in this offering without our prior consent. See “Summary — The Offering — Limitation on redemption rights ofshareholders holding more than 15% of the shares sold in this offering if we hold shareholder vote” for further discussion on certainlimitations on redemption rights. We have 12 months from the closing of this offering to consummate our initial business combination. If we anticipate that we may beunable to consummate our initial business combination within such period, we may seek shareholder approval to amend our Post-offering Memorandum and Articles of Association to extend the date by which we must consummate our initial business combination.If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their shares at a pershare price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (net of taxespayable), divided by the number of then outstanding public shares, subject to applicable laws. If we are unable to complete our initialbusiness combination within 12 months from the closing of this offering, we will distribute the aggregate amount then on deposit inthe trust account, including interest (net of taxes payable and less up to $50,000 of interest to pay liquidation and dissolutionexpenses), pro rata to our public shareholders, by way of the redemption of their shares and thereafter cease all operations except forthe purposes of winding up of our affairs, as further described herein. Table of Contents Futurewave Capital Solutions Limited, which we refer to throughout this prospectu