NASDAQ: NWAC · Testing-the-Waters · §5(d)

A SPAC built to take the next wave of AI-enhanced business into public markets.

Next Wave Acquisition Corp. is a blank-check company listing on Nasdaq to identify and combine with a revenue-generating business applying AI to enterprise workflows, data, and decisions.

Ticker
NWAC
Exchange
NASDAQ
IPO Size
$100M
Trust
100% in escrow
Sector Thesis

AI-Enhanced Business Solutions

Applied AI that drives workflow automation and decision intelligence — expanding margins and delivering measurable ROI for enterprise buyers.

Proven revenue

Prioritize proven revenue models with immediate traction; avoid concept-stage risk.

Scalable product

Focus on scalable, productized solutions integrated into enterprise workflows.

Unit economics

Diligence on unit economics, retention cohorts, and sales efficiency.

Broad sourcing

Deal flow from sponsor network, banks, and PE / VC relationships.

Applied AIWorkflow AutomationData IntegrationsDecision IntelligenceAgentic ServicesQuantum Computing
Growth
40%+ YoY revenue growth & profit margin (Rule of 40)
Revenue scale
$50–300M illustrative revenue range
Outcome focus
ROI-led — efficiency & margin
Offering Summary

The structure at a glance

Illustrative terms of the NWAC offering. Final terms, timing and allocation will be set forth in the registration statement.

SPAC IssuerNext Wave Acquisition Corp.
TickerNWAC
ExchangeNASDAQ
DomicileCayman Islands
IPO Size$115,000,000 (incl. 15% over-allotment)
Unit Structure1 Class A Common Share + 1/10 of one Right
Price per Unit$10.00
Cash in Trust$10.00/share (100% of IPO proceeds)
Term to Execute Merger24 months
Sponsor Promote25% of pro-forma shares outstanding at IPO close
At-Risk Capital$4,200,000 (incl. $1,000,000 underwriter participation)
At-Risk Securities420,000 Private Placement Units at $10.00/unit
Path to Listing

From sponsor close to de-SPAC

Illustrative timeline; subject to market, regulatory review, and final documentation.

  1. Day 0
    $4.2M sponsor close

    NextWave.AI sponsor capital in; at-risk capital secured.

  2. ≈ Day 20
    Operational close

    Finalize and launch — NWAC launch readiness.

  3. ≈ +30 days
    $100M institutional IPO

    Anticipated completion of remaining institutional capital; NWAC SPAC listing.

  4. Post-IPO
    Trust formation & target search

    Trust funded at $10.00/share (100% of IPO proceeds). 24-month window to identify and complete de-SPAC.

  5. De-SPAC
    Business combination

    Identified target becomes the public company; NWAC ticker/name convert to the operating business.

Leadership

Operators who have taken companies public

A management team and board with a track record in enterprise software, media and public-market vehicles — including prior SPAC execution.

Mark Caldwell

Mark Caldwell

President, Founder & Sponsor
San Diego, California
  • Co-founder, New World Computing (1984–1996) — creators of the Might & Magic and Heroes of Might & Magic franchises; acquired by The 3DO Company in 1996.
  • CTO & Co-founder, Robot Cache — decentralized PC game distribution platform; raised $40M+ via Tier 2 Reg A+ public offering.
  • Former VP of Engineering, Playdom / Disney Interactive (DIMG).
  • Prior CEO / Co-founder: Rapid Eye Entertainment and Pacific Beach Digital.
  • 30+ years shipping interactive-entertainment platforms; BAFTA-recognized credits across Might & Magic, Heroes, Rise & Fall, Unreal Tournament, and Lord of the Rings Online.
Lee Jacobson

Lee Jacobson

Chief Executive Officer
San Diego, California
  • 25+ years as a senior video-game industry executive; 16 years managing digital distribution.
  • CEO & Co-founder, Robot Cache — decentralized PC game distribution platform (founded with Brian Fargo, 2018).
  • Former Director, Digital World Acquisition Corp. (DWAC) 2021–2022 — the SPAC whose business combination with Trump Media & Technology Group (NASDAQ: DJT) closed in March 2024.
  • Prior leadership: SVP, Licensing & Digital Publishing at Atari; VP, Business Development & Licensing at Midway Games; Director of Business Development at Virgin Interactive Entertainment.
Laurent Bischof

Laurent Bischof

Chief Financial Officer
Geneva, Switzerland
  • Technology investor & Operating Partner, Rewired Venture Studio (Lausanne).
  • Managing Director, Polytech Ventures — EPFL-originated early-stage Swiss VC fund (2011–present).
  • Co-founder, CFO & Board Member, BLOOM Social Analytics — AI platform for strategic analysis of social networks.
  • Board Advisor, Team Vitality (esports).
  • 20+ years of venture capital and operational experience; Executive MBA (Management of Technology), EPFL.
Philippe Erwin

Philippe Erwin

Co-Founder, CBDO & Legal Counsel
Los Angeles, California
  • 20+ years games industry — legal, marketing, production, and business development.
  • Former EVP, Business Development & General Counsel, Robot Cache.
  • Former VP, Interactive Entertainment, Warner Bros. Consumer Products (2001–2006).
  • Prior senior roles at Activision Blizzard and Universal Studios — franchises including Batman, Harry Potter, and Tony Hawk.
  • J.D., Boston College Law School; DESS, Université Paris II Panthéon-Assas; B.S. Physics, University of Rochester.

Board of Directors

Nolan Bushnell

Nolan Bushnell

Founder, Atari — Video Game Industry Pioneer
Los Angeles, California
Confirmed
  • Founded Atari (1972) and created Pong — the “Father of Electronic Gaming.”
  • Founded Chuck E. Cheese’s Pizza Time Theatre.
  • Serial entrepreneur: 20+ companies founded.
  • Co-founder & Chairman, ExoDexa — adaptive learning gaming platform.
  • Consumer Electronics Hall of Fame (1988); Video Game Hall of Fame (2001); BAFTA (2010); LARA, German Academy of Arts (2009).
Lee Jacobson

Lee Jacobson

Director — Video Game Industry Veteran & Prior SPAC Director
San Diego, California
Confirmed
  • 25+ years in video games; 16 years in digital distribution.
  • CEO & Co-founder, Robot Cache (2018–present).
  • Former Director, DWAC (2021–2022) — SPAC that completed its combination with TMTG (NASDAQ: DJT) in 2024.
  • Former senior executive at Virgin Interactive, Midway Games, and Atari — business development and digital publishing.
ID

Independent Director

To Be Announced
TBA
  • Profile: public-company governance, audit, and risk oversight.
IE

Industry Expert

To Be Announced
TBA
  • Profile: AI / supply-chain domain expertise; enterprise networks.
FA

Financial Advisor

To Be Announced
TBA
  • Profile: capital markets / SPAC experience; M&A and PIPEs.
Legal

Disclosures

Please read carefully. This site is a communication under Section 5(d) of the Securities Act and is not an offer to sell or solicit any securities.

Forward-Looking Statements

This site contains “forward-looking statements” within the meaning of U.S. securities laws. These statements are based on current expectations and assumptions and involve risks and uncertainties that may cause actual results to differ materially. Forward-looking statements may be identified by words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” and similar expressions. They speak only as of the date made; the Company undertakes no obligation to update them, except as required by law.

Securities Act §5(d) Notice

Information on this site is provided pursuant to Section 5(d) of the Securities Act of 1933, as amended, to qualified institutional buyers and institutional accredited investors for “testing-the-waters” purposes. This is not an offer to sell or a solicitation of an offer to buy any securities, and no orders will be accepted at this time. Any offering will be made only by means of a registration statement (including a prospectus) filed with the SEC after it becomes effective.

Scope & Risk

Investment is in the SPAC; a Target will be identified and acquired via a future de-SPAC transaction. Illustrative figures and timelines are subject to market conditions, regulatory review, diligence, and final documentation. Public shareholders may redeem at de-SPAC. Outcomes depend on sponsor execution, PIPE terms, and redemptions.