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                                                            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.
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