{"url_path":"/sec/fwac/8-k/2026-06-30/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/2116105/0001829126-26-007072-index.html","accession_number":"0001829126-26-007072","cik":"0002116105","ticker":"FWAC","issuer_name":"Futurewave Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2116105/0001829126-26-007072-index.html","primary_entity_key":"0002116105","primary_entity_name":"Futurewave Acquisition Corp"},"word_count":631,"has_tables":true,"body_markdown":"**Item 1.01 Entry into\na Material Definitive Agreement.**\n\n \n\nOn\nJune 26, 2026, Futurewave Acquisition Corporation (the “Company”)\nconsummated its initial public offering (the “IPO”) of 8,625,000 units (the “Units”), including 1,125,000 Units\nissued pursuant to the full exercise by the underwriters of their over-allotment option in connection with the closing of the IPO. Each\nUnit consists of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one right to receive\none-fourth (1/4) of one Ordinary Share upon the consummation of the Company’s initial business combination, and one redeemable warrant,\nwith each whole warrant entitling the holder thereof to purchase one Ordinary Share of the Company at an exercise price of $11.50 per\nshare, subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating total gross proceeds of $86,250,000.\n\n \n\nPolaris Advisory Partners,\na division of Kingswood Capital Partners LLC, acted as the sole book-running manager in connection with the offering pursuant to the\nUnderwriting Agreement dated June 25, 2026.\n\n \n\nIn connection therewith\nand the closing of the IPO, the Company entered into the following agreements, the forms of which were previously filed as exhibits to\nthe Company’s registration statement on Form S-1, as amended (File No. 333-295572), originally filed with the U.S. Securities and\nExchange Commission on May 5, 2026 and declared effective on June 24, 2026 (the “Registration Statement”):\n\n \n\n \n●\nUnderwriting Agreement, dated  June 25, 2026, by and\nbetween the Company and Polaris Advisory Partners, a division of Kingswood Capital Partners LLC, as sole book-running manager for\nthe offering, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference;\n\n \n \n \n\n \n●\nRights Agreement, dated June 25, 2026, by and between the Company and\nContinental Stock Transfer & Trust Company, as rights agent, a copy of which is filed as Exhibit 4.4 hereto and incorporated\nherein by reference;\n\n \n \n \n\n \n●\nWarrants Agreement, dated June 25, 2026, by and between the Company\nand Continental Stock Transfer & Trust Company, as warrant agent, a copy of which is filed as Exhibit 4.4b hereto and incorporated\nherein by reference;\n\n \n \n \n\n \n●\nLetter Agreement, dated June 25, 2026, by and among the Company, its\nofficers and directors, and Futurewave Capital Solutions Limited (the “Sponsor”), a copy of which is filed as Exhibit\n10.1 hereto and incorporated herein by reference;\n\n \n \n \n\n \n●\nInvestment Management Trust Agreement, dated June 24, 2026, by and\nbetween the Company and Continental Stock Transfer & Trust Company, as trustee, a copy of which is filed as Exhibit 10.2 hereto\nand incorporated herein by reference;\n\n \n \n \n\n \n●\nRegistration Rights Agreement, dated June 25, 2026, by and between\nthe Company and the Sponsor, a copy of which is filed as Exhibit 10.3 hereto and incorporated herein by reference;\n\n \n \n \n\n \n●\nPrivate Placement Units Purchase Agreement, dated June 25, 2026,\nby and between the Company and the Sponsor, a copy of which is filed as Exhibit 10.6 hereto and incorporated herein by reference;\nand\n\n \n \n \n\n \n●\nAdministrative Services Agreement, dated June 24, 2026, by and between\nthe Company and the Sponsor, a copy of which is filed as Exhibit 10.7 hereto and incorporated herein by reference;\n\n \n \n \n\n \n●\nShare Escrow Agreement, dated as of June 25, 2026, by and among Futurewave\nAcquisition Corporation, Futurewave Capital Solutions Limited, the shareholders party thereto and Continental Stock Transfer &\nTrust Company, as Escrow Agent, pursuant to which the Founder Shares were deposited into escrow, a copy of which is filed as Exhibit\n10.8 hereto and incorporated herein by reference.\n\n \n \n \n\n \n●\nIndemnification Agreements, each dated June 25, 2026, by and between\nthe Company and each of its directors and officers, including Daniel M. McCabe, Becky Fallon, Sean Michael Deegan, and Robert Labbe,\ncopies of which are filed as Exhibits 10.9, 10.10, 10.11 and 10.12 hereto and incorporated herein by reference.\n\n \n\n1"}