LightWave Acquisition Corp-A 2026年季度报告

FORM 10-Q (MARK ONE)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2026 Commission file number: 001-42714 LIGHTWAVE ACQUISITION CORP.(Exact Name of Registrant as Specified in Its Charter) Securities registered pursuant to Section 12(b) of the Act: Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe 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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒ 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.☐ 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 August 14, 2026, there were 22,168,750 Class A ordinary shares, $0.0001 par value and 7,906,250 Class B ordinary shares,$0.0001 par value, issued and outstanding. LIGHTWAVE ACQUISITION CORP. FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2026TABLE OF CONTENTS PagePart I. Financial Information1Item 1. Interim Financial Statements1Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 20251Unaudited Condensed Statements of Operations for the Three Months Ended June 30, 2026 and 2025, for the SixMonths Ended June 30, 2026 and for the Period from January 22, 2025 (Inception) Through June 30, 20252Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the Three Months Ended June 30, 2026 and2025, for the Six Months Ended June 30, 2026 and for the Period from January 22, 2025 (Inception) Through June30, 20253Unaudited Condensed Statements of Cash Flows for the Six Months Ended June 30, 2026 and for the Period fromJanuary 22, 2025 (Inception) through June 30, 20254Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations19Item 3. Quantitative and Qualitative Disclosures About Market Risk21Item 4. Controls and Procedures21Part II. Other Information22Item 1. Legal Proceedings22Item 1A. Risk Factors22Item 2. Unregistered Sales of Equity Securities and Use of Proceeds22Item 3. Defaults Upon Senior Securities22Item 4. Mine Safety Disclosures22Item 5. Other Information22Item 6. Exhibits23Part III. Signatures24i PART I - FINANCIAL INFORMATION LIGHTWAVE ACQUISITION CORP.CONDENSED BALANCESHEETS LIGHTWAVE ACQUISITION CORP.CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) (1)For the period from January 22, 2025 (inception) through June 30, 2025 excludes up to 1,031,250 Class B ordinary shares subjectto forfeiture by the holders thereof depending on the extent to which the underwriters’ over-allotment option was exercised (Note7). On June 26, 2025, the Company consummated its Initial Public Offering and sold 21,562,500 Units, including 2,812,500 Unitssold pursuant to the full exercise of the underwriters’ option to purchase additional units to cover the over-allotment, hence the1,031,250 Class B ordinary shares were no longer subject to forfeiture. The accompanying notes are an integral part of these unaudited condensed financial statements. LIGHTWAVE ACQUISITION CORP.CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED)FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 LIGHTWAVE ACQUISITION CORP.CONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED) Net income (loss)$3,385,464$(407,872)Adjustments to reconcile net income (loss) to net cash used in operating activities:Earnings from investments in Trust Account(3,900,297)(98,309)Compensation expense—372,000Changes in operating assets and liabilities:Prepaid expenses(6,896)(37,750)Accounts payable and accrued expenses185,622109,477Net cash used in operating activities(336,107)(62,454) LIGHTWAVE ACQUISITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSJUNE 30, 2026(Unaudited) NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS LightWave Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted corporation onJanuary 22,