{"filing":{"accession_number":"0001829126-26-007072","cik":"0002116105","ticker":"FWAC","company_name":"Futurewave Acquisition Corp","form":"8-K","filing_date":"2026-06-30","report_date":null,"primary_document":"futurewaveacq_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/2116105/000182912626007072/futurewaveacq_8k.htm"},"events":[{"id":15166,"run_id":13536,"accession_number":"0001829126-26-007072","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"Futurewave Acquisition Corp consummated its IPO on June 26, 2026, raising $86.25 million in gross proceeds and entering into multiple material definitive agreements including underwriting, rights, warrants, sponsor agreements, and trust arrangements that constitute the structural framework for the SPAC vehicle designed to facilitate a future business combination.","company_name":"Futurewave Acquisition Corp","ticker":"FWAC","filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12836,"accession_number":"0001829126-26-007072","item_number":"1.01","item_title":"Entry into","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"This Item 1.01 discloses entry into multiple material definitive agreements in connection with Futurewave Acquisition Corp's IPO consummation on June 26, 2026, generating $86.25 million in gross proceeds. While the primary event is the IPO itself (a capital-raising transaction), Item 1.01 is being used to report the ancillary agreements—underwriting, rights, warrants, sponsor agreements, and trust arrangements—that constitute the structural framework for the SPAC. The filing emphasizes the company's purpose as a blank-check vehicle to effect a future business combination. Although this is technically an IPO rather than an M\u0026A transaction per se, the Item 1.01 classification and the material nature of the capital raise and structural agreements warrant classification as a material acquisition-related activity, as the SPAC structure itself is designed to facilitate future M\u0026A.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:18:25.360459+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15167,"run_id":13536,"accession_number":"0001829126-26-007072","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"summary":"The Sponsor purchased 255,500 Units in an unregistered private placement at $10.00 per unit for $2,555,000 aggregate proceeds pursuant to Section 4(a)(2) exemption, occurring simultaneously with the IPO closing.","company_name":"Futurewave Acquisition Corp","ticker":"FWAC","filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12837,"accession_number":"0001829126-26-007072","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement of 255,500 Units to the Sponsor at $10.00 per unit ($2,555,000 aggregate proceeds) pursuant to Section 4(a)(2) exemption. This is a classic dilutive equity issuance outside the registered offering, occurring simultaneously with the IPO closing. The private placement to insiders (the Sponsor) with transfer restrictions is a material capital event typical of SPAC formations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:18:25.360459+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15168,"run_id":13536,"accession_number":"0001829126-26-007072","anchor_item_number":"5.02","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Three new directors—Becky Fallon, Sean Michael Deegan, and Robert Labbe—were appointed to the board effective June 24, 2026, in connection with the company's IPO registration statement effectiveness, with specified committee assignments and independence qualifications.","company_name":"Futurewave Acquisition Corp","ticker":"FWAC","filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12838,"accession_number":"0001829126-26-007072","item_number":"5.02","item_title":"Departure","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 disclosure centers on the appointment of three new directors—Becky Fallon, Sean Michael Deegan, and Robert Labbe—to the board effective June 24, 2026, in connection with the company's IPO registration statement effectiveness. The filing specifies their committee assignments and independence qualifications, making this a material governance event for a newly public blank-check company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:18:25.360459+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":15169,"run_id":13536,"accession_number":"0001829126-26-007072","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"summary":"The company adopted Amended and Restated Memorandum and Articles of Association on June 24, 2026, effective upon the Registration Statement's effectiveness, a routine corporate governance matter for a newly public blank-check company.","company_name":"Futurewave Acquisition Corp","ticker":"FWAC","filing_date":"2026-06-30","form":"8-K","submitted_at":null,"items":[{"id":12839,"accession_number":"0001829126-26-007072","item_number":"5.03","item_title":"Amendments","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.03 discloses the adoption of Amended and Restated Memorandum and Articles of Association on June 24, 2026, which became effective upon the Registration Statement's effectiveness. This is a routine governance/corporate governance matter—a bylaw or charter amendment—that does not rise to materiality for a reasonable investor. While the supplemental exhibits describe the company's IPO pricing and closing, the Item 5.03 section itself addresses only the formal adoption of amended governing documents, a standard administrative disclosure for a newly public blank-check company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:18:25.360459+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":12836,"accession_number":"0001829126-26-007072","item_number":"1.01","item_title":"Entry into","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"This Item 1.01 discloses entry into multiple material definitive agreements in connection with Futurewave Acquisition Corp's IPO consummation on June 26, 2026, generating $86.25 million in gross proceeds. While the primary event is the IPO itself (a capital-raising transaction), Item 1.01 is being used to report the ancillary agreements—underwriting, rights, warrants, sponsor agreements, and trust arrangements—that constitute the structural framework for the SPAC. The filing emphasizes the company's purpose as a blank-check vehicle to effect a future business combination. Although this is technically an IPO rather than an M\u0026A transaction per se, the Item 1.01 classification and the material nature of the capital raise and structural agreements warrant classification as a material acquisition-related activity, as the SPAC structure itself is designed to facilitate future M\u0026A.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:18:25.360459+00:00","company_name":"Futurewave Acquisition Corp","ticker":"FWAC","filing_date":"2026-06-30"},{"id":12837,"accession_number":"0001829126-26-007072","item_number":"3.02","item_title":"Unregistered","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses an unregistered private placement of 255,500 Units to the Sponsor at $10.00 per unit ($2,555,000 aggregate proceeds) pursuant to Section 4(a)(2) exemption. This is a classic dilutive equity issuance outside the registered offering, occurring simultaneously with the IPO closing. The private placement to insiders (the Sponsor) with transfer restrictions is a material capital event typical of SPAC formations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:18:25.360459+00:00","company_name":"Futurewave Acquisition Corp","ticker":"FWAC","filing_date":"2026-06-30"},{"id":12838,"accession_number":"0001829126-26-007072","item_number":"5.02","item_title":"Departure","event_type":"exec_appointment","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"The Item 5.02 disclosure centers on the appointment of three new directors—Becky Fallon, Sean Michael Deegan, and Robert Labbe—to the board effective June 24, 2026, in connection with the company's IPO registration statement effectiveness. The filing specifies their committee assignments and independence qualifications, making this a material governance event for a newly public blank-check company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:18:25.360459+00:00","company_name":"Futurewave Acquisition Corp","ticker":"FWAC","filing_date":"2026-06-30"},{"id":12839,"accession_number":"0001829126-26-007072","item_number":"5.03","item_title":"Amendments","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.85,"reasoning":"Item 5.03 discloses the adoption of Amended and Restated Memorandum and Articles of Association on June 24, 2026, which became effective upon the Registration Statement's effectiveness. This is a routine governance/corporate governance matter—a bylaw or charter amendment—that does not rise to materiality for a reasonable investor. While the supplemental exhibits describe the company's IPO pricing and closing, the Item 5.03 section itself addresses only the formal adoption of amended governing documents, a standard administrative disclosure for a newly public blank-check company.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-01T11:18:25.360459+00:00","company_name":"Futurewave Acquisition Corp","ticker":"FWAC","filing_date":"2026-06-30"}]}