(Note: Boustead Wavefront Inc. withdrew its plans for an IPO in an SEC filing dated Jan.5, 2024. The F-1 was filed in late May 2022.)

Boustead Wavefront Inc. is a Singapore-based firm that currently provides market entry and product development advisory services. (Incorporated in the Cayman Islands) In addition, prior to this offering, the company held a portfolio of direct strategic investments in pre-IPO offerings of companies where its affiliate Boustead Securities, LLC had been engaged as the firm commitment underwriter, which we refer to as its “Investment Portfolio”. As part of this offering process, Boustead Wavefront Pte Ltd., a wholly owned subsidiary of the Company and our operating subsidiary (“BW”), has sold the Investment Portfolio pursuant to an agreement (the “Portfolio Sale Agreement”) prior to the consummation of this offering, which we refer to collectively as the “Portfolio Sale.”

The company expects to subsequently work with Asia-based, high-growth companies in two additional areas of focus: corporate finance advisory targeting high-intellectual property content companies and IPO origination and execution for Nasdaq and NYSE listings. From its beginnings as Wavefront Venture Labs Pte. Ltd. in 2017, to its acquisition by Boustead & Company Limited in 2021, Boustead Wavefront and its experienced principals have built the business on top-level relationships it enjoys with strategic corporate partners and investors, deep knowledge and expertise in intellectual property optimization, and a consistent client list of innovative companies seeking capital, market access, and liquidity.

We have historically generated revenue from our legacy consulting business and our strategic investments, and we will subsequently earn fees and commissions from our corporate finance advisory business and our IPO origination business. As a result of the Portfolio Sale, we do not expect to generate any material revenue going forward from strategic investments until such time as we have sufficient tangible assets that would permit us to acquire such strategic investments without causing us to become an investment company, as such term is defined in the Investment Company Act of 1940, as amended, which we refer to as the “1940 Act. Subsequent to this offering, and as reflected in the consummation of the Portfolio Sale, we intend to operate in a manner so as to enable the Company to fall outside the definition of the term “investment company” under the 1940 Act.

Our company’s legacy consulting business was centered on creating startup companies from promising technical innovations and assisting commercial companies to set up subsidiary operations in southeast Asia. This largely involved helping these companies to find synergistic business partners and regional distributors, as well as building up their product or business ecosystems in Asia. We intend to continue to offer and provide these types of services to our clients. We have not, however, historically engaged in the business of advising clients as to the value of securities or as to the advisability of investing in, purchasing, or selling securities, or for compensation and as part of a regular business, issued or promulgated analyses or reports concerning securities. Accordingly, we do not currently consider ourselves to be an investment adviser to any clients within the meaning of the Investment Advisers Act of 1940, as amended, or the “Advisers Act.” To the extent we determine to provide such investment advice in the future, we would only do so in the manner permitted and in accordance with any registration that may be required pursuant to the Advisers Act.

We filed a Capital Markets Services (“CMS”) license application with the Monetary Authority of Singapore (“MAS”) on April 26, 2022. It is expected to take between four to six months to receive the approval for the CMS license. In the interim, the Company may refer IPO opportunities to Boustead Securities and assist and liaise on those referrals.

This CMS license will allow our company to engage in the following two businesses (i) a Corporate Finance License to advise on corporate finance transactions, and (ii) a Broker Dealer License to deal in capital markets products (which includes any securities, units in a collective investment scheme, derivatives contracts, spot foreign exchange contracts for the purposes of leveraged foreign exchange trading, and such other products as the MAS may prescribe).

These corporate advisory services differ from our legacy consulting business. The focus of the legacy business was on innovation and general consulting assistance. The corporate advisory services primarily involve more specialized services in the corporate finance and fundraising area. These specialized services include traditional corporate finance advisory and pre-IPO and IPO related activities, as contrasted to our intellectual property centric and corporate development focused legacy advisory practice.

(Note: Boustead Wavefront Inc. cut its IPO’s size to 1.27 million Class A ordinary shares, down from 3.0 million shares, and set the assumed IPO price at $6.00, which was the top of its previous $4.00-to-$6.00 range, in an F-1/A filing dated Sept. 2, 2022. Estimated IPO proceeds are now $7.62 million – or 50.8 percent of the initial estimate of $15.0 million. The initial terms (3.0 million shares at $4.00 to $6.00) were disclosed by Boustead Wavefront in an F-1/A dated June 21, 2022. Boustead Wavefront filed its F-1 on May 26, 2022, after a confidential filing dated Feb. 8, 2022.)

**(Note: Boustead Wavefront says: “The Selling Shareholders (as defined herein) are offering 2,691,578 Class A Ordinary Shares to be sold in the offering pursuant to the Resale Prospectus. We will not receive any proceeds from the sale of the Ordinary Shares to be sold by the Selling Shareholders.”)