UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~___________________________________________________________________~~Date of Report (Date of earliest event reported): December 27, 2007

Date of Report (Date of earliest event reported): October 30, 2007

g8wave Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	333-136487	13-3513270
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

	126 Brookline Avenue, Suite 201
	Boston, Massachusetts		02215
	(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (866) 892-9090

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.02 Termination of a Material Definitive Agreement.

On ~~October~~December 3027, 2007, ~~the~~g8wave ~~registrant’s wholly-owned subsidiary~~Holdings, ~~g8wave,~~ Inc. (the “~~Subsidiary,~~Company” ) and ~~together~~ ~~with~~Shubhro ~~the registrant~~Sen, the ~~“Company”)~~ ~~provided~~Company’s ~~written~~Senior ~~notice~~Vice toPresident ~~New~~and ~~Century~~Managing ~~Capital~~Director, ~~Partners~~Asia Pacific Operations, entered ~~LLC~~into a letter agreement (the “~~New Century~~Letter Agreement”) of, pursuant to which the ~~Subsidiary’s~~parties ~~intent~~mutually agreed to terminate ~~that~~the ~~certain~~employment ~~engagement letter~~agreement, dated ~~February~~August 712, 2006 ~~2007,~~(as ~~between~~amended ~~New~~on ~~Century~~July 26, 2007), by and between the ~~Subsidiary,~~Company asand ~~such~~Mr. ~~engagement letter~~Sen. ~~was~~The ~~amended~~Letter byAgreement ~~that~~provides ~~certain~~for ~~letter~~a ~~agreement~~severance ~~between~~payment ~~the~~of ~~parties~~Mr. ~~dated~~Sen’s ~~March~~base ~~29,~~salary ~~2007~~through ~~(collectively~~December 28, ~~the~~2007 ~~“Agreement”). By its~~and ~~terms,~~ the ~~Agreement~~acceleration ~~terminates~~of 10vesting ~~days after the notice~~ of ~~termination.~~restricted stock ~~The Company~~units ~~previously~~covering ~~reported~~110,000 ~~the~~shares ~~terms~~ of the ~~Agreement~~Company’s ~~under~~common ~~Item 3~~stock.02 ofIn ~~the~~addition, Mr. ~~Current~~Sen ~~Report~~is onentitled ~~Form~~to ~~8-K~~receive ~~filed~~health onbenefits ~~August~~through ~~13,~~June ~~2007~~6, ~~and such Item 3~~2008.~~02 is incorporated herein by reference.~~

~~New~~A ~~Century~~copy ~~served as strategic and financial advisor to the Subsidiary in connection with its merger with and into a wholly-owned subsidiary~~ of ~~the~~ ~~registrant, which merger closed on August 13, 2007. In accordance with~~ the ~~terms of~~ ~~the~~Letter Agreement, ~~the Company~~ is ~~not~~attached ~~required~~hereto toas ~~make~~exhibit ~~any~~10.1 ~~payments~~and toincorporated ~~New~~herein ~~Century~~by ~~other than the payment of amounts accrued but unpaid through the termination date~~reference.

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibits:

	Exhibit Number		Description

	10.1		Letter Agreement, dated December 27, 2007, between the Company and Shubhro Sen.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: November 5, 2007
	g8wave Holdings, Inc.
	By:	/s/ Habib Khoury
		Habib Khoury
		Chief Executive Officer

Date: January 3, 2008

g8wave Holdings, Inc.

By:	/s/ William E. Duke, Jr.
	William E. Duke, Jr.
	Chief Financial Officer

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