SEC Form 3 · accession 0001829126-26-007218
Futurewave Acquisition Corp · FWAC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Futurewave Capital Solutions Ltd
10% Owner
Period of report
Jun 24, 2026
Accepted (ET)
Jul 2, 2026 · 5:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0002116105
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary Shares, par value $0.0001 per shareF1,F2,F5 | holding | — | — | — | 3,955,625 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Private Placement WarrantsF3,F2 | $11.50 | holding | — | — | — | — | — | Ordinary Shares | 255,500 | — | D |
| Private Placement RIghtsF4 | — | holding | — | — | — | — | — | Ordinary Shares | 63,875 | — | D |
Explanation of responses
- F1The Reporting Person is the sponsor of the Issuer, a blank check company incorporated in the Cayman Islands. Robert Labbe, a director of the Issuer, owns 100% of the interest in the Reporting Person and, as a result, may be deemed to share beneficial ownership of the securities held by the Reporting Person. Robert Labbe disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.
- F2On February 28, 2026, the Reporting Person acquired 3,700,125 ordinary shares ("founder shares") for an aggregate purchase price of $25,000, pursuant to a Securities Subscription Agreement, as amended by a First Amendment to Securities Subscription Agreement dated May 28, 2026. Because the underwriters of the Issuer's initial public offering exercised their over-allotment option in full upon the closing of the offering on June 26, 2026, none of the 482,625 founder shares that had been subject to forfeiture were in fact forfeited.
- F3Simultaneously with the closing of the Issuer's initial public offering on June 26, 2026 (reflecting full exercise of the underwriters' over-allotment option), the Reporting Person purchased 255,500 private placement units at $10.00 per unit ($2,555,000 in the aggregate). Each private placement unit consists of one ordinary share, one right to receive one-fourth (1/4) of one ordinary share upon consummation of the Issuer's initial business combination, and one redeemable warrant exercisable to purchase one ordinary share at $11.50 per share. The 255,500 ordinary shares underlying such private placement units are included in the amount reported in Table I. This row reports the 255,500 warrants underlying such units.
- F4This row reports the 255,500 rights underlying the private placement units described in footnote (3). Each right automatically converts into one-fourth (1/4) of one ordinary share upon consummation of the Issuer's initial business combination (255,500 rights (division) 4 = 63,875 underlying ordinary shares); no cash consideration is payable upon conversion.
- F5The founder shares are subject to transfer restrictions until the earlier of (a) 180 days after completion of the Issuer's initial business combination or (b) the date on which the Issuer completes a liquidation, merger, share exchange, reorganization or similar transaction following its initial business combination. The private placement units (and underlying securities) are subject to transfer restrictions until 30 days after completion of the Issuer's initial business combination, in each case as further described in the Issuer's prospectus dated June 25, 2026.