SecProbe.io

CORRESP
 1
 filename1.htm

 LIGHTWAVE ACQUISITION CORP.

 14755 Preston Road
Suite 520
Dallas TX 75254

 June 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Real Estate & Construction

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Stacie Gorman and David Link

 Re:
 LightWave Acquisition Corp.

 Registration Statement on Form S-1

 Filed May 20, 2025, as amended
 File No. 333- 287412

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, LightWave Acquisition Corp. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on June 24, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Robert Bennett

 Robert Bennett

 Chief Executive Officer

 cc: Loeb & Loeb LLP

CORRESP
 1
 filename1.htm

 June 20, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, DC 20549

 Attention: Stacie Gorman and David Link

 Re:
 LightWave Acquisition Corp.

 Registration
Statement on Form S-1

 Initially filed
May 20, 2025, as amended

 File No. 333-287412

 Dear Ms. Gorman
and Mr. Link,

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended (the "Act"), the undersigned hereby joins in the request of LightWave Acquisition Corp.
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m.
ET on Tuesday, June 24, 2025, or as soon thereafter as practicable.

 Pursuant to Rule 460 of the
General Rules and Regulations under the Act, the undersigned wishes to advise you that there will be distributed to each underwriter or
dealer, who is reasonably anticipated to participate in the distribution of the security, as many copies of the proposed form of preliminary
prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 The undersigned advises that
it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities and Exchange Act of 1934, as
amended.

 [ Signature page follows ]

 Very truly yours,

 BTIG, LLC

 By:
 /s/ Paul Wood

 Name:
 Paul Wood

 Title:
 Managing Director

 cc:
 Loeb & Loeb LLP

 [ Signature Page to Underwriter's Acceleration
Request ]

CORRESP
 1
 filename1.htm

 david j. levine
 Partner

 345 Park Avenue
 New York, NY 10154

 Direct 212.407.4923
 Main 212.407.4000
 Fax 212.937.3943
 dlevine@loeb.com

 Via Edgar

 June 6, 2025

 Division of Corporation Finance
U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Stacie Gorman

 David Link
 Howard Efron
 Wilson Lee

 Re:

 LightWave Acquisition Corp.
 Registration Statement on Form S-1 Submitted Filed
 May 20, 2025
 File No. 333-287412

 Dear Ms. Gorman:

 On behalf of our client, LightWave Acquisition
Corp. (the " Company "), we hereby provide a response to the comments issued in a letter dated June 4, 2025 (the
" Staff's Letter ") regarding the Company's registration statement on Form S-1 that was filed by the
Company on May 20, 2025 (the " Registration Statement "). Concurrently with the filing of this letter, the Company
is filing an amendment to the Registration Statement (the " Amended Registration Statement ") via EDGAR for review
in accordance with the procedures of the Securities and Exchange Commission.

 In order to facilitate the review by the staff
of the Securities and Exchange Commission (the " Staff ") of the Amended Registration Statement, we have responded,
on behalf of the Company, to the comments set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs set
forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's Letter.

 Registration Statement on Form
S-1

 Summary

 Sponsor Information, page 12

 1.
 Please ensure that all "compensation received or to be received by the SPAC sponsor, its affiliates, and promoters" is disclosed in the table in accordance with Item 1602(b)(6) of Regulation S-K. We note that you have included William Bunker in the table, but have not disclosed the compensation to be paid. Please ensure you provide disclosure with respect to your officers and all of your director nominees. Please make similar revisions to your table on page 118. See Item 1603(a)(6) of Regulation S-K.

 Response: The Company has revised
the disclosure on page 12 of the Amended Registration Statement to address the Staff's comment. The Company further advises the
Staff that the reference to Mr. Bunker was erroneously included in the compensation table on page 12 and that all compensation received
or to be received by the sponsor, its affiliates, and promoters has been disclosed in the table.

 Founder shares, page 21

 2.
 We note disclosure on page 23 and elsewhere in the filing that "if the non-managing sponsor investors purchase all of the units for which they have expressed interest or otherwise hold a substantial number of units, then they will potentially have different interests than other public shareholders." Please revise to clarify that regardless of the number of units they purchase, non-managing sponsor investors will have different interests than other public shareholders in that they will be incentivized to vote for a business combination due to their indirect interest in founder shares and private warrants.

 Response: The Company has revised
the disclosure on pages 23, 30, 34, 133, 137, 158, and 161 of the Amended Registration Statement to address the Staff's comment.

 Thank you very much for your
time and attention to this matter and please call me at 212-407-4923 if you have any questions or would like additional information with
respect to any of the foregoing.

 Sincerely,

 /s/ David J. Levine

 David J. Levine

 Partner

<DOCUMENT>
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<FILENAME>filename2.txt
<TEXT>
 June 4, 2025

Robert Bennett
Chief Executive Officer
LightWave Acquisition Corp.
14755 Preston Road, Suite 520
Dallas TX 75254

 Re: LightWave Acquisition Corp.
 Registration Statement on Form S-1
 Filed May 20, 2025
 File No. 333-287412
Dear Robert Bennett:

 We have reviewed your registration statement and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
Summary
Sponsor Information, page 12

1. Please ensure that all "compensation received or to be received by the
SPAC sponsor,
 its affiliates, and promoters" is disclosed in the table in accordance
with Item
 1602(b)(6) of Regulation S-K. We note that you have included William
Bunker in the
 table, but have not disclosed the compensation to be paid. Please ensure
you provide
 disclosure with respect to your officers and all of your director
nominees. Please make
 similar revisions to your table on page 118. See Item 1603(a)(6) of
Regulation S-K.
Founder shares, page 21

2. We note disclosure on page 23 and elsewhere in the filing that "if the
non-managing
 sponsor investors purchase all of the units for which they have
expressed interest or
 otherwise hold a substantial number of units, then they will potentially
have different
 June 4, 2025
Page 2

 interests than other public shareholders." Please revise to clarify that
regardless of the
 number of units they purchase, non-managing sponsor investors will have
different
 interests than other public shareholders in that they will be
incentivized to vote for a
 business combination due to their indirect interest in founder shares
and private
 warrants.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: David J. Levine, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 david j. levine
 Partner

 345 Park Avenue
 New York, NY 10154

 Direct 212.407.4923
 Main 212.407.4000
 Fax 212.937.3943
 dlevine@loeb.com

 Via Edgar

 May 19, 2025

 Division of Corporation Finance
U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Attention:
 Stacie Gorman

 David Link
 Howard Efron
 Wilson Lee

 Re:

 LightWave Acquisition Corp.
 Draft Registration Statement on Form S-1 Submitted
 March 21, 2025
 CIK No. 0002061379

 Dear Ms. Gorman:

 On behalf of our client, LightWave Acquisition
Corp. (the " Company "), we hereby provide a response to the comments issued in a letter dated April 17, 2025
(the " Staff's Letter ") regarding the Company's draft registration statement on Form S-1 that was
submitted by the Company on March 21, 2025 (the " Draft Registration Statement "). Concurrently with the submission
of this letter, the Company is submitting an amendment to the Draft Registration Statement (the " Amended Draft Registration
Statement ") via EDGAR for review in accordance with the procedures of the Securities and Exchange Commission.

 In order to facilitate the review by the staff
of the Securities and Exchange Commission (the " Staff ") of the Amended Draft Registration Statement, we have
responded, on behalf of the Company, to the comments set forth in the Staff's Letter on a point-by-point basis. The numbered paragraphs
set forth below respond to the Staff's comments and correspond to the numbered paragraph in the Staff's Letter.

 Draft Registration Statement on
Form S-1

 Cover Page

 1.
 We note your disclosure that you may pay finder's fees, advisory fees, consulting fees, or success fees to your sponsor or management. On page 38 and elsewhere, you refer to this fee only being paid to independent directors, advisors, or their affiliates. Please revise your disclosure, as appropriate, to address this discrepancy. Further, please describe the extent to which compensation may result in a material dilution of the purchasers' equity interests. Please refer to Items 1602(a)(3) of Regulation S-K.

 Response: The Company has revised
the disclosure on the cover page and on pages 40, 44, 114, 129, 151, and 166 of the Amended Draft Registration Statement to address the
Staff's comments.

 Anticipated expenses and funding
sources, page 28

 2.
 We note your statement that "we may pay our expenses only from such interest withdrawn from the trust…." Please revise to clarify whether you can withdraw interest from the trust to pay any expenses or just for "taxes payable". If appropriate, revise throughout the prospectus.

 Response: The Company has revised
the disclosure on page 30 of the Amended Registration Statement to address the Staff's comment.

 The Offering

 Conflicts of Interest, page 39

 3.
 We note your disclosure on page 44 that your "sponsor, officers, or directors may sponsor or form other special purpose acquisition companies similar to [yours] or may pursue other business or investment ventures during the period in which [you] are seeking an initial business combination." Please clarify how opportunities to acquire targets will be allocated among SPACs. Please make similar revisions to your disclosure on page 148. Please refer to Items 1602(b)(7) and 1603(b) of Regulation S- K.

 Response: The Company has revised
the disclosure on pages 9, 42, 125, 126 and 156 of the Amended Registration Statement to address the Staff's comment.

 Thank you very much for your
time and attention to this matter and please call me at 212-407-4923 if you have any questions or would like additional information with
respect to any of the foregoing.

 Sincerely,

 /s/ David J. Levine

 David J. Levine

 Partner

<DOCUMENT>
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<TEXT>
 April 17, 2025

Robert Bennett
Chief Executive Officer
LightWave Acquisition Corp.
2735 Sand Hill Road
Menlo Park, CA 94025

 Re: LightWave Acquisition Corp.
 Draft Registration Statement on Form S-1
 Submitted March 21, 2025
 CIK No. 0002061379
Dear Robert Bennett:

 We have reviewed your draft registration statement and have the
following comments.

 Please respond to this letter by providing the requested information and
either
submitting an amended draft registration statement or publicly filing your
registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing the information you provide in response to this letter
and your
amended draft registration statement or filed registration statement, we may
have additional
comments.

Draft Registration Statement on Form S-1
Cover Page

1. We note your disclosure that you may pay finder's fees, advisory fees,
consulting fees,
 or success fees to your sponsor or management. On page 38 and elsewhere,
you refer
 to this fee only being paid to independent directors, advisors, or their
affiliates. Please
 revise your disclosure, as appropriate, to address this discrepancy.
Further, please
 describe the extent to which compensation may result in a material
dilution of the
 purchasers equity interests. Please refer to Items 1602(a)(3) of
Regulation S-K.

Anticipated expenses and funding sources, page 28

2. We note your statement that we may pay our expenses only from such
interest
 April 17, 2025
Page 2

 withdrawn from the trust . Please revise to clarify whether you can
withdraw
 interest from the trust to pay any expenses or just for taxes payable
 . If appropriate,
 revise throughout the prospectus.
The Offering
Conflicts of Interest, page 39

3. We note your disclosure on page 44 that your "sponsor, officers, or
directors may
 sponsor or form other special purpose acquisition companies similar to
[yours] or may
 pursue other business or investment ventures during the period in which
[you] are
 seeking an initial business combination." Please clarify how
opportunities to acquire
 targets will be allocated among SPACs. Please make similar revisions to
your
 disclosure on page 148. Please refer to Items 1602(b)(7) and 1603(b) of
Regulation S-
 K.
 Please contact Howard Efron at 202-551-3439 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Stacie Gorman at 202-551-3585 or David Link at 202-551-3356 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Real
Estate & Construction
cc: David J. Levine, Esq.
</TEXT>
</DOCUMENT>