PRER14A

PRER14A 1 d45078dprer14a.htm PRER14A PRER14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. 1)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

WAVE LIFE SCIENCES LTD.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Dear Shareholders of Wave Life Sciences Ltd.:

After a review by our board of directors and management team, we have determined that it is advisable to restructure our corporate group to cause the parent company of the group to be a Delaware corporation. We are making this proxy statement available in connection with the solicitation by the board of directors of Wave Life Sciences Ltd. (“Wave-Singapore”) of proxies to be voted at the shareholder meeting to be convened for the purposes set forth in the accompanying Notice of Special Meeting of Wave Life Sciences Ltd. Shareholders.

The board of directors of Wave-Singapore (the “Board” or the “Board of Directors”) has approved the entry by Wave-Singapore into an Implementation Agreement, dated as of April 15, 2026 the (“Implementation Agreement”), with a newly established Delaware corporation, Wave Life Sciences, Inc. (“Wave-Delaware”), relating to the restructuring of our corporate group. The Implementation Agreement provides for a statutory procedure known as a Scheme of Arrangement (the “Scheme of Arrangement”) to be implemented by Wave-Singapore and Wave-Delaware under Singapore law, subject to approval of the High Court of the Republic of Singapore (the “Singapore Court”). Pursuant to the Scheme of Arrangement, all issued ordinary shares in the capital of Wave-Singapore as of immediately prior to the effective time of the Scheme of Arrangement will be exchanged on a one-for-one basis for newly issued shares of common stock of Wave-Delaware, and Wave-Singapore will become a subsidiary of Wave-Delaware.

There are compelling reasons to redomicile the parent company of our group in the United States. After considering various factors, the Board unanimously determined that restructuring our corporate group to cause the parent company of our group to be an entity incorporated in Delaware is in the best interests of our company and its shareholders and will best help us accomplish our strategic objectives. We believe that redomiciling our parent company to the United States will, among other benefits, simplify and streamline the organizational, statutory and regulatory structure of the Wave group of companies, resulting in administrative efficiencies and reducing dual financial reporting, regulatory, legal and other compliance costs, for the benefit of shareholders and align the legal framework governing the Wave group of companies with our operational footprint. Through our listing on the Nasdaq Global Market (“Nasdaq”), the majority of our operations, our corporate headquarters, the majority of our operating assets, including our manufacturing and research and development facilities, along with the majority of our employees, management team and board of directors being in the United States, we already have a substantial presence in the United States. The reasons for the transaction are discussed in further detail in the accompanying proxy statement.

For you, our shareholders, much will remain the same following the time the Scheme of Arrangement comes into effect. If the Scheme of Arrangement takes effect, your rights with respect to the Wave-Delaware capital stock will be substantially the same as those currently in effect with respect to your Wave-Singapore shares. Upon the Scheme of Arrangement becoming effective, holders of Wave-Delaware capital stock will have the same proportionate interest in the profits, net assets and dividends of the Wave group of companies as they had immediately prior to the effective date of the Scheme of Arrangement as a holder of Wave-Singapore shares. However, there will be some differences in your shareholder rights, given the differences in the laws between Singapore and Delaware. In addition, there are differences between Wave-Singapore’s constitution and Wave-Delaware’s amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the completion of the Scheme of Arrangement. We have included a detailed chart outlining these differences in the attached proxy statement in the section titled “Comparison of Rights of Singapore Shareholders and Delaware Shareholders,” which begins on page [ ].

Just as is the case today with our ordinary shares, upon completion of the transaction, the shares of common stock of Wave-Delaware will trade on Nasdaq, under the symbol “WVE.” We will remain subject to the reporting requirements of the U.S. Securities and Exchange Commission (the “SEC”), the mandates of the Sarbanes-Oxley Act of 2002 and the applicable corporate governance rules of Nasdaq. We will continue to report our consolidated financial results in U.S. dollars and under U.S. generally accepted accounting principles (“U.S. GAAP”).

Subject to the discussion included herein, it is intended that holders of our ordinary shares will not recognize any gain or loss for U.S. federal income tax purposes in connection with the transaction. Holders of ordinary shares of Wave-Singapore will be asked to vote on a proposal to approve the Scheme of Arrangement attached as Annex A to this proxy statement (the “Wave Redomiciliation Proposal”) at a meeting of Wave-Singapore’s shareholders that has been directed to be convened by the Singapore Court (the “Special Meeting”) on [ ], 2026, at [ ] Eastern time. The Special Meeting will be held in person at 733 Concord Avenue, Cambridge, MA 02138. At the Special Meeting, Wave-Singapore shareholders will be asked to approve the Wave Redomiciliation Proposal. The Wave Redomiciliation Proposal will also require the approval of the Singapore Court.

This proxy statement provides you with detailed information regarding the transaction contemplated by the Wave Redomiciliation Proposal. We encourage you to read this entire document carefully. You should carefully consider “Risk Factors” beginning on page [ ] for a discussion of potential risks before voting.

The Board has unanimously determined that the Scheme of Arrangement is advisable and in the best interests of Wave-Singapore and its shareholders and recommends that Wave-Singapore shareholders vote “FOR” the approval of the Wave Redomiciliation Proposal.

Please mark, date, sign and return the enclosed proxy card in the enclosed, postage-paid envelope as promptly as possible, as described in the attached proxy statement, so that your shares may be represented at the Special Meeting and voted in accordance with your wishes. For detailed information regarding eligibility to vote at, and voting procedures for, the Special Meeting, please refer to “The Special Meeting—Record Date; Voting Rights; Votes Required for Approval” starting on page [ ] of the accompanying proxy statement.

If you have any questions about the meeting, or if you require assistance, please call Innisfree M&A Incorporated (“Innisfree”) our proxy solicitor, at (877) 750-0510 (toll free).

When you have finished reading the attached proxy statement, you are urged to vote in accordance with the instructions set forth in the proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the Special Meeting, whether or not you can attend. Thank you for your continued support of Wave-Singapore.


Very truly yours,


		Paul B. Bolno, M.D., MBA
		President, Chief Executive Officer and Director

WAVE LIFE SCIENCES LTD.

(Incorporated in the Republic of Singapore)

(Company Registration Number 201218209G)

NOTICE OF SPECIAL MEETING OF WAVE LIFE SCIENCES LTD. SHAREHOLDERS

TO BE HELD [ ], 2026

IN THE GENERAL DIVISION OF THE HIGH COURT

OF THE REPUBLIC OF SINGAPORE

Case No.: HC/OA [_]/2026

In the Matter of Section 210 of the
Companies Act 1967

And

In the Matter of Wave Life Sciences Ltd.

WAVE LIFE SCIENCES LTD.

(Singapore UEN No.: 201218209G)

…Applicant

SCHEME OF ARRANGEMENT

under Section 210 of the Companies Act 1967

Between

Wave Life Sciences Ltd.,

a public company limited by shares incorporated under the laws of the Republic of Singapore (“Wave-Singapore”)

And

Shareholders

And

Wave Life Sciences, Inc., a Delaware corporation (“Wave-Delaware”)

NOTICE OF MEETING

To Our Shareholders:

NOTICE IS HEREBY GIVEN that by an Order of Court made in the above matter, the General Division of the High Court of the Republic of Singapore (the “Singapore Court”) has directed a meeting (the “Special Meeting”) of the shareholders of Wave-Singapore to be convened, and such Special Meeting shall be held in person at 733 Concord Avenue, Cambridge, MA 02138, on [ ], 2026 at [ ] Eastern time, for the purpose of considering and, if thought fit, approving the following resolution. All capitalized terms used in this Notice which are not defined in this Notice shall have the meanings given to them in the proxy statement of which this Notice forms a part.

THE SCHEME RESOLUTION

RESOLVED THAT:

(a)

the Scheme of Arrangement proposed to be made pursuant to Section 210 of the Companies Act 1967 between (i) Wave-Singapore, (ii) the shareholders of Wave-Singapore and (iii) Wave-Delaware, a copy of which has been circulated with the Notice convening this Special Meeting, be and is hereby approved; and

(b)	the directors of Wave-Singapore be and are hereby severally authorized to complete and do all such acts and things (including executing all such documents) as the directors may consider expedient or necessary or in the interests of Wave-Singapore to give effect to the Scheme of Arrangement.

Notes About the Special Meeting

A copy of the said Scheme of Arrangement and the information required to be furnished pursuant to Section 211 of the Companies Act 1967 are incorporated in the proxy statement of which this Notice forms a part.

For the purposes of this Notice, the proxy statement of which this Notice forms a part and the Special Meeting, and for the purpose of determining the Wave-Singapore shareholders present and voting at the Special Meeting, “Scheme Shareholders” means (i) persons who are registered as holders of ordinary shares in the capital of Wave-Singapore in the Register of Members of Wave-Singapore, other than CEDE & Co. (each, a “Registered Holder”), and (ii) persons who are registered as holders of ordinary shares in the capital of Wave-Singapore in book entry form on the register of The Depository Trust Company (“DTC”), which shares are held through CEDE & Co. (“CEDE”) as the registered holder of the said Wave-Singapore ordinary shares on the Register of Members of Wave-Singapore (each, a “DTC Participant”).

Accordingly, for the purposes of determining the Wave-Singapore shareholders present and voting at the Special Meeting, CEDE, as nominee of DTC, shall be deemed not to be a Scheme Shareholder, and instead, each DTC Participant shall be deemed to be a Scheme Shareholder in respect of such number of Wave-Singapore ordinary shares held in such DTC Participant’s account under CEDE.

A Scheme Shareholder who was a shareholder as of [ ], 2026, being the record date for the Special Meeting (the “Record Date”), may vote in person at the Special Meeting or may appoint one (and not more than one) person, whether a Scheme Shareholder or not, as his or her proxy to attend and vote in his or her stead.

A Scheme Shareholder who is not a DTC Participant may only cast all its votes at the Special Meeting (whether in person or by proxy) in one way, and may only:

•

vote all its Wave-Singapore ordinary shares “FOR” the Scheme of Arrangement;

•

vote all of its Wave-Singapore ordinary shares “AGAINST” the Scheme of Arrangement; or

•

abstain from voting in respect of all of its Wave-Singapore ordinary shares.

A Scheme Shareholder who is a DTC Participant need not vote the Wave-Singapore ordinary shares registered in its name in the same way. Accordingly, a DTC Participant may:

•

vote all or part of its Wave-Singapore ordinary shares “FOR” the Scheme of Arrangement, which part shall be counted as approving the Scheme of Arrangement;

•

vote all or part of its Wave-Singapore ordinary shares “AGAINST” the Scheme of Arrangement, which part shall be counted as against approving the Scheme of Arrangement; and/or

•

abstain from voting in respect of all or part of its Wave-Singapore ordinary shares, which part shall not be counted in determining the Wave-Singapore ordinary shares that are present and voting on the Scheme of Arrangement.

For purposes of determining whether the Scheme of Arrangement is approved by a majority in number of Scheme Shareholders:

•

Wave-Singapore shall treat each proxy duly appointed by each Scheme Shareholder who is not a DTC Participant and who casts a vote in respect of its shares for or against the Scheme of Arrangement as casting one (1) vote. Where a person has been appointed as proxy of more than one (1) Scheme Shareholder to vote at the Special Meeting, the votes of such person shall be counted as the votes of the number of appointing Scheme Shareholders;

•

where a Scheme Shareholder who is a DTC Participant casts votes both for and against the Scheme of Arrangement:

(i)

the DTC Participant shall be treated as casting one (1) vote in favor of the Scheme of Arrangement if the DTC Participant casts more votes for the Scheme of Arrangement than against the Scheme of Arrangement in aggregate, in respect of all the Wave-Singapore ordinary shares held by it;

(ii)

the DTC Participant shall be treated as casting one (1) vote against the Scheme of Arrangement if the DTC Participant casts more votes against the Scheme of Arrangement than for the Scheme of Arrangement in aggregate, in respect of all the Wave-Singapore ordinary shares held by it; and

(iii)

the DTC Participant shall be treated as casting one (1) vote for and one (1) vote against the Scheme of Arrangement if the DTC Participant casts equal votes for and against the Scheme of Arrangement in aggregate, in respect of all Wave-Singapore ordinary shares held by it.

Each Scheme Shareholder represented in person or by proxy at the Special Meeting is entitled to one vote per Wave-Singapore ordinary share held as of the Record Date.

A form of proxy applicable for the Special Meeting is enclosed with the proxy statement of which this Notice forms a part.

A proxy card must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 not less than 48 hours before the time fixed for the Special Meeting or within such other time as may be required by the Singapore Companies Act.

If any shareholder fails to submit a proxy card (if applicable) in the manner and within the period stated therein or if the proxy card (if applicable) is incomplete, improperly completed, illegible or where the true intentions of the shareholder are not ascertainable from the instructions of the shareholder specified in the proxy card (if applicable), the shareholders and the proxy of such shareholder (if applicable) may only be admitted to the Special Meeting at the discretion of the Chairperson of the Special Meeting. Any such shareholder shall, nonetheless, be bound by the terms of the Scheme of Arrangement in the event that it becomes effective.

In the case of joint Scheme Shareholders, any one of such persons may vote, but if more than one of such persons are present at the Special Meeting, the person whose name stands first on the Register of Members of Wave-Singapore shall alone be entitled to vote.

Wave-Singapore shareholders as of the Record Date are invited to attend physically at the Special Meeting. There will be no option for Wave-Singapore shareholders to participate virtually.

By the said Order of Court, the Singapore Court has appointed Paul Bolno, or failing him, Linda Rockett (or failing her, any other director of Wave-Singapore) to act as Chairperson of the said Special Meeting and has directed the Chairperson to report the results thereof to the Singapore Court.

The Scheme of Arrangement will be subject, inter alia, to the subsequent approval of the Singapore Court.

Dated this [ ], 2026

By Order of the Court

Wave-Singapore

7 Straits View #12 00

Marina One East Tower

Singapore 018936

TABLE OF CONTENTS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			1
STRUCTURE OF THE TRANSACTION			2
QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING			4
SUMMARY			12
Parties to the Transaction			12
The Transaction			12
Background and Reasons for the Transaction			13
Potential Tax Consequences to the Wave Group			13
Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares			14
Comparison of Rights of Singapore Shareholders and Delaware Stockholders			15
Stock Exchange Listing			15
Approval of the Scheme of Arrangement by the Singapore Court			15
Amendment			16
Effective Time of the Transaction			16
Pre-Funded Warrants			16
No Appraisal Rights			16
Accounting Treatment of the Transaction			16
Special Meeting			16
Recommendation of the Board of Directors			17
Quorum and Required Vote			17
RISK FACTORS			19
THE WAVE REDOMICILIATION PROPOSAL			23
Overview			23
Background and Reasons for the Transaction			23
Amendment			24
Conditions to Consummation of the Transaction			24
Approval of the Scheme of Arrangement by the Singapore Court			24
Federal Securities Law Consequences; Resale Restrictions			24
Effective Date of the Transaction			26
Management of Wave-Delaware			26
Indemnification Agreements			26
Interests of Certain Persons in the Transaction			27
Regulatory Matters			27
No Appraisal Rights			27
Action Required to Transfer Wave-Singapore Ordinary Shares and Receive Wave-Delaware Shares of Common Stock			27
Equity Plans			28
Stock Exchange Listing			28
Accounting Treatment of the Transaction			28
Pre-Funded Warrants			29
Effect of the Transaction on Reporting Obligations of the Wave Corporate Group			29
POTENTIAL TAX CONSEQUENCES TO THE WAVE GROUP			30
MATERIAL TAX CONSIDERATIONS RELATING TO THE TRANSACTION TO HOLDERS OF WAVE-SINGAPORE ORDINARY SHARES			31
U.S. Federal Income Tax Considerations to Holders of Wave-Singapore Ordinary Shares			31
Singapore Tax Considerations to Holders of Wave-Singapore Ordinary Shares			42
United Kingdom Tax Considerations to Holders of Wave-Singapore Ordinary Shares			44
DESCRIPTION OF WAVE-DELAWARE CAPITAL STOCK			46
General			46


Common Stock			46
Preferred Stock			47
Pre-Funded Warrants			47
Annual Stockholder Meetings			49
Anti-Takeover Effects of Provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Wave-Delaware and Delaware Law			49
Limitations of Liability and Indemnification Matters			51
Uncertificated Shares			52
Stock Exchange Listing			52
Transfer Agent and Registrar			52
Registration Rights Agreements			52
COMPARISON OF RIGHTS OF SINGAPORE SHAREHOLDERS AND DELAWARE STOCKHOLDERS			54
Authorized Capital Stock or Share Capital			54
Outstanding Capital Stock or Share Capital			55
Designation of Preferred Stock			55
Authority to Issue Shares			56
Board of Directors			57
Classification of Board of Directors			57
Annual Election of Directors			57
Removal of Directors			58
Filling Vacancies on the Board of Directors			58
Amendment of Governing Documents			58
Meetings of Stockholders			59
Quorum for Stockholder Meetings			60
Notice Requirements for Stockholder Meetings			60
Stockholder Proposals			60
Takeover			63
Anti-Takeover Statute			63
Stockholder Action Without A Meeting			64
Stockholder Suits			64
Liabilities of Directors and Officers			66
Indemnification of Officers and Directors			67
Distributions and Dividends; Repurchases and Redemptions			68
Transferability of Shares			71
Transactions with Officers or Directors			71
Appraisal / Dissenters’ Rights			74
Forum Selection; Exclusive Jurisdiction			74
THE SPECIAL MEETING			75
General			75
Time, Place and Date			75
Purpose of the Special Meeting			75
Record Date; Voting Rights; Votes Required for Approval			75
Proxies			77
How You Can Vote			78
Validity			79
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			80
SUBMISSION OF FUTURE SHAREHOLDER PROPOSALS			81
Wave-Singapore Shareholder Proposals			81
Wave-Delaware Stockholder Proposals			81
DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS			82
WHERE YOU CAN FIND MORE INFORMATION			83


ANNEX A			A-1
Form of Scheme of Arrangement
ANNEX B			B-1
Implementation Agreement
ANNEX C			C-1
Form of Amended and Restated Certificate of Incorporation of Wave Life Sciences, Inc.
ANNEX D			D-1
Form of Amended and Restated Bylaws of Wave Life Sciences, Inc.
ANNEX E			E-1
Form of Proxy Card

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, in particular, statements about our expectations regarding the change of the parent company of the group from a Singapore company to a Delaware corporation. These statements include, but are not limited to, statements that address our expected future business and financial performance and statements about the Wave Redomiciliation Proposal and other statements identified by words such as “will”, “expect”, “believe”, “anticipate”, “estimate”, “should”, “intend”, “plan”, “potential”, “predict” “project”, “aim”, and similar words, phrases or expressions. These forward-looking statements are based on current expectations and beliefs of the management of Wave, as well as assumptions made by, and information currently available to, such management, current market trends and market conditions and involve risks and uncertainties, many of which are outside Wave’s and management’s control, and which may cause actual results to differ materially from those contained in forward-looking statements. Accordingly, you should not place undue reliance on such statements. Unless the context otherwise requires, references in this proxy statement to “Wave”, “the Company”, “our Company”, “we”, “our”, “us” and similar terms are to Wave-Singapore.

Particular uncertainties that could materially affect future results include risks associated with the Wave Redomiciliation Proposal, including our ability to obtain shareholder and Singapore Court approvals and satisfy other closing conditions to the completion of the Wave Redomiciliation Proposal within the expected timeframe or at all; our ability to realize the expected benefits from the Wave Redomiciliation Proposal; the occurrence of difficulties or material timing delays in connection with the Wave Redomiciliation Proposal, including any unanticipated costs in connection therewith; any delays, challenges and expenses associated with receiving governmental and regulatory approvals; changes in tax laws, tax treaties or tax regulations or the interpretation or enforcement thereof by the tax authorities in Singapore, the United States and other jurisdictions following the Wave Redomiciliation Proposal; our critical accounting policies; the ability of our preclinical studies to produce data sufficient to support the filing of global clinical trial applications and the timing thereof; our ability to continue to build and maintain the company infrastructure and personnel needed to achieve our goals; the clinical results and timing of our programs, which may not support further development of our product candidates; actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials; our effectiveness in managing current and future clinical trials and regulatory processes; the success of our platform in identifying viable candidates; the continued development and acceptance of nucleic acid therapeutics as a class of drugs; our ability to demonstrate the therapeutic benefits of our stereopure candidates in clinical trials, including our ability to develop candidates across multiple therapeutic modalities; our ability to obtain, maintain and protect intellectual property; our ability to enforce our patents against infringers and defend our patent portfolio against challenges from third parties; our ability to fund our operations and to raise additional capital as needed; competition from others developing therapies for similar uses; and any impacts on our business as a result of or related to any local and global health epidemics, geopolitical conflicts, global economic uncertainty, the impact of tariffs and changes in economic policies, volatility in inflation, volatility in interest rates or market disruptions on our business.

The foregoing review of important factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are set forth in this proxy statement, in particular in the section entitled “Risk Factors” and the documents that we file with the SEC, including under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and subsequent quarterly report filed on Form 10-Q. You may obtain copies of these documents as described under the heading “Where You Can Find More Information.”

All information in this proxy statement is as of the date of this proxy statement and the Company undertakes no duty to update this information unless required by law.

STRUCTURE OF THE TRANSACTION

We are seeking your approval of the scheme of arrangement under Singapore law, attached as Annex A to this proxy statement (the “Scheme of Arrangement”), pursuant to which, upon becoming effective, a newly formed Delaware corporation will become the publicly traded parent of the Wave corporate group (the “Wave Group”). In this proxy statement, we refer to the transactions to be effected pursuant to the Scheme of Arrangement and the related transactions as the “Transaction.” The Transaction will create a new publicly traded parent company of the Wave Group that is incorporated in Delaware and will result in you holding shares of common stock of a Delaware corporation instead of ordinary shares of Wave Life Sciences Ltd., a public company limited by shares incorporated under the laws of the Republic of Singapore (“Wave-Singapore”).

Wave Life Sciences, Inc. (“Wave-Delaware”) is a corporation incorporated in Delaware and a direct wholly owned subsidiary of Wave-Singapore, formed specifically for the purpose of implementing the Transaction. Wave-Delaware has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation and the Transaction.

The Scheme of Arrangement will be effected pursuant to the Implementation Agreement between Wave-Singapore and Wave-Delaware, dated as of April 15, 2026, a copy of which is attached to this proxy statement as Annex B (the “Implementation Agreement”). The Scheme of Arrangement provides for the exchange of your ordinary shares in the capital of Wave-Singapore for shares of common stock of Wave-Delaware on a one—for-one basis. Following the effectiveness of the Scheme of Arrangement, Wave-Singapore’s interest in Wave-Delaware will be redeemed. As a result of the Transaction, the shareholders of Wave-Singapore will become stockholders of Wave-Delaware and such stockholders’ rights will be governed by Delaware law and by Wave-Delaware’s amended and restated certificate of incorporation and amended and restated bylaws, in substantially the forms attached hereto as Annex C and Annex D, respectively.

After the Scheme of Arrangement is completed, Wave-Singapore will elect to be classified as a disregarded entity for U.S. federal income tax purposes (the “U.S. Tax Election”). The following diagrams depict our organizational structure on a simplified basis before and after the Transaction:

Before the Transaction

LOGO

After the Transaction

LOGO

QUESTIONS AND ANSWERS ABOUT THE TRANSACTION AND THE SPECIAL MEETING

Q.	*What am I being asked to vote on at the Special Meeting?*

Holders of ordinary shares in the capital of Wave-Singapore are being asked to vote at a court-convened meeting of holders of ordinary shares of Wave-Singapore (the “Special Meeting”) on a proposal to approve the Scheme of Arrangement attached as Annex A to this proxy statement (the “Wave Redomiciliation Proposal”). If the Scheme of Arrangement becomes effective, all of the ordinary shares of Wave-Singapore will be transferred to Wave-Delaware, which will issue one share of common stock of Wave-Delaware to the holders of Wave-Singapore ordinary shares for each ordinary share of Wave-Singapore that has been transferred. As a result, Wave-Delaware will become the parent company of Wave-Singapore.

Q.	*Who can vote?*

As confirmed by the Singapore Court, Scheme Shareholders as of [ ], 2026 (the “Record Date”), the record date for the Special Meeting, are entitled to vote. As of the Record Date, there were [ ] ordinary shares in the capital of Wave-Singapore outstanding and entitled to vote and we had [ ] Scheme Shareholders. Each holder of Wave-Singapore ordinary shares is entitled to one vote per share.

Q.	*What quorum and shareholder votes are required for action at the Special Meeting?*

In order to hold the Special Meeting, there must be a quorum. The presence, in person or by proxy, of at least two Scheme Shareholders (as defined above) as of the Record Date holding in aggregate at least a majority of all issued and outstanding ordinary shares of Wave-Singapore entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting.

To be approved, the Wave Redomiciliation Proposal must receive the affirmative vote of (i) a majority in number of the Scheme Shareholders present and voting, either in person or by proxy, at the Special Meeting and (ii) not less than 75% of the issued Wave-Singapore ordinary shares held by the Scheme Shareholders present and voting, either in person or by proxy, at the Special Meeting.

Pursuant to the directions of the Singapore Court, for the purposes of determining the number of Wave-Singapore shareholders present and voting at the Special Meeting, Wave-Singapore ordinary shares that are deposited in book-entry form with The Depository Trust Company (“DTC”), and registered in the name of CEDE & Co. (“CEDE”) as nominee of DTC and holder of record in the Register of Members of Wave-Singapore, will be treated as follows:

•

CEDE shall be deemed not to be a Scheme Shareholder; and

•

each shareholder whose name appears on the register of DTC as a holder of Wave-Singapore ordinary shares (a “DTC Participant”) shall be deemed to be a Scheme Shareholder in respect of such number of Wave-Singapore ordinary shares held in such DTC Participant’s account under CEDE.

A Scheme Shareholder as of the Record Date may vote in person at the Special Meeting or may appoint one (and not more than one) person, whether a Scheme Shareholder or not, as his or her proxy to attend and vote in his or her stead.

A Scheme Shareholder who is not a DTC Participant may only cast all the votes it uses at the Special Meeting (whether in person or by proxy) in one way, and may only:

•

vote all its Wave-Singapore ordinary shares “FOR” the Wave Redomiciliation Proposal;

•

vote all of its Wave-Singapore ordinary shares “AGAINST” the Wave Redomiciliation Proposal; or

•

abstain from voting in respect of all of its Wave-Singapore ordinary shares.

A Scheme Shareholder who is a DTC Participant need not vote the Wave-Singapore ordinary shares registered in its name in the same way. Accordingly, a DTC Participant may:

•

vote all or part of its Wave-Singapore ordinary shares “FOR” the Wave Redomiciliation Proposal, which part shall be counted as approving the Wave Redomiciliation Proposal;

•

vote all or part of its Wave-Singapore ordinary shares “AGAINST” the Wave Redomiciliation Proposal, which part shall be counted as against approving the Wave Redomiciliation Proposal; and/or

•

For purposes of determining whether the Wave Redomiciliation Proposal is approved by a majority in number of Scheme Shareholders:

•

Wave-Singapore shall treat each proxy duly appointed by each Scheme Shareholder who is not a DTC Participant and who casts a vote in respect of its shares for or against the Wave Redomiciliation Proposal as casting one (1) vote. Where a person has been appointed as proxy of more than one (1) Scheme Shareholder to vote at the Special Meeting, the votes of such person shall be counted as the votes of the number of appointing Scheme Shareholders;

•

where a Scheme Shareholder who is a DTC Participant casts votes both for and against the Wave Redomiciliation Proposal:

^○

the DTC Participant shall be treated as casting one (1) vote in favor of the Wave Redomiciliation Proposal if the DTC Participant casts more votes for the Scheme of Arrangement than against the Scheme of Arrangement in aggregate, in respect of all ordinary shares of Wave-Singapore held by it;

^○

the DTC Participant shall be treated as casting one (1) vote against the Wave Redomiciliation Proposal if the DTC Participant casts more votes against the Wave Redomiciliation Proposal than for the Wave Redomiciliation Proposal in aggregate, in respect of all ordinary shares of Wave-Singapore held by it; and

^○

the DTC Participant shall be treated as casting one (1) vote for and one (1) vote against the Wave Redomiciliation Proposal if the DTC Participant casts equal votes for and against the Wave Redomiciliation Proposal in aggregate, in respect of all ordinary shares of Wave-Singapore held by it.

Each Scheme Shareholder represented in person or by proxy at the Special Meeting is entitled to one vote per Wave-Singapore ordinary share held as of the Record Date.

Please see “The Special Meeting—Record Date; Voting Rights; Vote Required for Approval.”

Q.	*What is the effect of broker non-votes and abstentions?*

If a Scheme Shareholder abstains from voting, or if brokers holding their customers’ shares of record cause abstentions to be recorded or if broker “non-votes” are submitted, those shares are considered present and entitled to be voted at the Special Meeting, and, therefore, are considered for purposes of determining whether a quorum is present. However, neither abstentions nor broker “non-votes” will be counted in the tabulation of votes cast or shares voting on a proposal, and, thus, have no effect on whether a proposal has been approved. A “broker non-vote” will occur if your broker cannot vote your shares on a particular matter because it has not received instructions from you and the matter is considered “non-routine.” The Wave Redomiciliation Proposal is considered a “non-routine” matter, and if you are a “street name” holder, your broker will not have the authority to vote your shares for or against this proposal without your instruction.

Q.	*What vote does the board of directors recommend?*

A.	The Wave-Singapore board of directors (the “Board” or “Board of Directors”) unanimously recommends that you vote “FOR” the Wave Redomiciliation Proposal.

Q.	*How do I attend the Special Meeting?*

A.	All shareholders of Wave-Singapore, as of the Record Date, are invited to attend the Special Meeting in person at 733 Concord Avenue, Cambridge, MA 02138 commencing at [_] Eastern time on [_], 2026.

If your shares are held in the name of a bank, broker or other holder of record and you plan to attend the Special Meeting, you must present proof of your beneficial ownership of shares, such as a bank or brokerage account statement or letter from your bank, broker or other nominee showing that you owned Wave-Singapore ordinary shares as of the Record Date, together with a form of personal identification and proof of address to be admitted to the Special Meeting.

Even if you establish proof of your beneficial ownership, you will not be entitled to vote at or otherwise participate in the Special Meeting unless you are a Scheme Shareholder. Only shareholders, their proxy holders and Wave’s guests may attend the Special Meeting.

Q.	*How do I vote?*

A.	Scheme Shareholders as of the Record Date may vote by personally attending the Special Meeting or attending by proxy, by completing and returning a proxy card.

If you hold your ordinary shares in “street name” through a broker, you will be able to exercise your vote through your broker by completing a voting instruction form. Most “street name” holders may also submit their voting instructions to their broker by telephone or by Internet. If shares are held in “street name,” beneficial holders must follow the procedures provided by their broker to vote.

Q.	*Why do you want your ultimate parent company to be incorporated in Delaware rather than Singapore?*

A.	We have been incorporated in Singapore since 2012. However, there are compelling reasons that support restructuring our corporate group to redomicile the parent company of our group in the United States at this time.

We are a multi-national business with operations in many countries, though our operations are focused in the United States, and we expect to continue to invest in our operations in the United States. Through our listing on Nasdaq and our existing U.S. operations, we already have a substantial presence in the United States. It is also important to note that our corporate headquarters, our executive management team, the majority of our employees and board members, and the majority of our operating assets, including our manufacturing and research and development facilities, are in the United States. Further, the significant majority of our shareholders are U.S. based investors. As a result, we believe that having our parent company based in the United States will streamline our corporate structure, resulting in administrative efficiencies and reducing dual financial reporting, regulatory, legal and other compliance costs, and align the legal framework governing the Wave Group with our operational footprint.

Following a thorough review, we have determined that having our ultimate parent company incorporated in the United States is best for us, our shareholders and our employees.

After considering various factors, our Board of Directors determined that it was advisable to proceed with the Transaction. Our Board of Directors’ determination that Delaware is the preferred jurisdiction of incorporation of the parent of the Wave Group was based on many factors, including the following:

•

Delaware offers predictable and well-established corporate laws;

•

Delaware has a well-developed legal system which we believe encourages high standards of corporate governance and provides stockholders with substantial rights;

•

corporations domiciled in Delaware are perceived more favorably among regulatory authorities, investors and creditors than corporations domiciled in many other jurisdictions;

•

the perception of a Delaware corporation among regulatory authorities, investors and creditors is highly favorable; and

•

Delaware corporate law provides significant flexibility around corporate and strategic transactions, including the issuance of equity and the payment of dividends, while at the same time protecting the rights of stockholders.

Please see “The Wave Redomiciliation Proposal—Background and Reasons for the Transaction” for more information.

We cannot assure you that the anticipated benefits of the Transaction will be realized. In addition, despite the potential benefits described above, the Transaction will expose you and us to potential risks. Please see the discussion under “Risk Factors.”

Our Board of Directors has considered both the potential advantages of the Transaction and these potential risks and has unanimously approved the Scheme of Arrangement and recommends that shareholders vote for the approval of the Scheme of Arrangement.

Q.	*Are there any risks associated with the consummation of the Transaction?*

While our Board of Directors has considered the potential risks to our shareholders and us associated with the Transaction and has recommended that shareholders vote for approval of the Wave Redomiciliation Proposal, there are risks and we cannot assure you that the anticipated benefits of the Transaction will be realized. For example:

•

your rights as a shareholder will change due to differences between Singapore and Delaware law and between the governing documents of Wave-Singapore and Wave-Delaware;

•

the transaction may adversely impact our effective tax rate; and

•

if the Singapore Court does not grant the Singapore Court Order approving the Scheme of Arrangement, Wave-Singapore will not have the ability to effect the Transaction.

You should consider these risks carefully. For additional information, please see the discussion under “Risk Factors.”

Q.	*How will the Transaction affect Wave’s presence in the United States and around the world?*

A.	Other than incorporation of our ultimate parent company in Delaware, at present, there are no changes planned for our operations or workforce in the U.S. or elsewhere as a result of the Transaction.

Q.	*Will the Transaction affect Wave’s current or future day-to-day operations?*

A.	The Transaction will have no material impact on how we conduct our day-to-day operations.

Q.	*How will shares of Wave-Singapore differ from shares of Wave-Delaware?*

Wave-Delaware common stock will be similar to Wave-Singapore ordinary shares. However, there are differences between what your rights as a shareholder will be under Delaware law and what they currently are as a shareholder under Singapore law. In addition, there are differences between the organizational documents of Wave-Singapore and Wave-Delaware.

We discuss these differences in detail under “Description of Wave-Delaware Capital Stock” and “Comparison of Rights of Singapore Shareholders and Delaware Stockholders.” Wave-Delaware’s amended and restated certificate of incorporation and amended and restated bylaws in the form substantially as they will be in effect upon consummation of the Transaction, are attached as Annex C and Annex D, respectively, to this proxy statement.

Q.	*Will the Transaction dilute my economic interest?*

A.	No, your fully-diluted relative economic ownership in Wave will not change as a result of the Transaction. Your ordinary shares of Wave-Singapore will be exchanged on a one-to-one basis for shares of common stock of Wave-Delaware.

Q.	*How will the Transaction affect Wave’s financial reporting and the information Wave provides to its shareholders?*

Upon completion of the Transaction, Wave-Delaware will be subject to the same reporting requirements of the SEC, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance rules of Nasdaq as Wave-Singapore before the Transaction, and we will continue to report our consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. Wave-Delaware will file reports on Form 10-K, 10-Q and 8-K with the SEC and comply with the proxy rules applicable to domestic issuers, as we currently do. Wave-Delaware will also comply with any additional reporting requirements of Delaware law.

Q.	*Will the Transaction impact Wave’s ability to access the capital and bank markets in the future?*

A.	We believe that capital raising will be simpler and more efficient with a U.S. domiciled parent holding company.

Q.	*Will the Transaction be conditioned upon Wave’s ability to complete any pending or proposed transactions?*

A.	No. The Transaction is not conditioned upon the completion of any other transaction.

Q.	*Will the Transaction have any impact on Wave’s ability to pay dividends or, if it elects, to buy back shares?*

A.	In accordance with Delaware law, Wave-Delaware will be able to (but may not necessarily) declare and pay dividends and buy back shares. Generally, we expect that Delaware law will be more flexible than Singapore law as to these matters.

Q.	*Am I entitled to appraisal or dissenters’ rights in the Transaction?*

No. Once the Wave Redomiciliation Proposal is approved by the requisite Wave-Singapore shareholders and by the Singapore Court, and the order of the Singapore Court approving the Scheme of Arrangement (“Singapore Court Order”) is lodged with the Accounting and Corporate Regulatory Authority of Singapore (“ACRA”), the Scheme of Arrangement becomes effective and will be binding on all shareholders of Wave-Singapore. Under Singapore law, the holders of ordinary shares of Wave-Singapore do not have dissenters’ rights or a right to an appraisal of the value of their shares or to receive payment for them in connection with the Transaction.

Q.	*Is the Transaction taxable to me under U.S. federal income tax law?*

A.	The Transaction is expected to be tax-free to Wave-Singapore’s U.S. shareholders. Specifically, it is intended that holders of ordinary shares of Wave-Singapore not recognize gain or loss for U.S. federal

income tax purposes in the Transaction, but the consummation of the Transaction is not conditioned upon the receipt of any opinion or tax ruling from the United States Internal Revenue Service (“IRS”) to that effect. Please see “Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares—Material U.S. Federal Income Tax Considerations of the Transaction to U.S. Holders of Wave-Singapore Ordinary Shares” for a description of the material U.S. federal income tax consequences of the Transaction to Wave-Singapore ordinary shareholders including, with respect to U.S. Holders (as defined therein), the application of Section 367(b) of the Internal Revenue Code of 1986, as amended (the “Code”) as discussed under “—Effects of Section 367” and the “passive foreign investment company” (“PFIC”) rules discussed under “—PFIC Considerations.” Determining the actual tax consequences of the Transaction to you may be complex and will depend on your specific situation. You should consult your tax advisor for a full understanding of the tax consequences of the Transaction to you.

Q.	*When do you expect the Transaction to be completed?*

Assuming the Scheme of Arrangement is approved by the requisite vote of Wave-Singapore shareholders and by the Singapore Court and the other conditions to the consummation of the Transaction are satisfied, we currently expect to complete the Transaction no later than [_], 2026. However, in accordance with the terms of the Implementation Agreement and subject to the paragraph below, Wave-Singapore, without obtaining any further approval of Wave-Singapore shareholders, may select the effective time of the Transaction (including the Scheme of Arrangement), provided the effective time occurs on or prior to December 31, 2026 (the “Long-Stop Date”), notwithstanding Wave-Singapore shareholder or Singapore Court approval of the Scheme of Arrangement and/or the satisfaction of all of the other conditions to the Transaction. Please see “The Wave Redomiciliation Proposal—Effective Date of the Transaction.”

Subject to the satisfaction of the conditions set forth in the Implementation Agreement and the other terms and conditions thereof, we will be required to lodge the Singapore Court Order by the Long-Stop Date. However, if the conditions set forth in the Implementation Agreement are not satisfied by such date, the Scheme of Arrangement will lapse pursuant to its terms and the Transaction will not be effected.

Q.	*What will I receive for my Wave-Singapore ordinary shares?*

A.	If the Scheme of Arrangement becomes effective, you will receive one share of common stock of Wave-Delaware for each ordinary share of Wave-Singapore you hold immediately prior to the completion of the Transaction.

Q.	*How are the Pre-Funded Warrants expected to be treated in the Transaction?*

In connection with the Transaction, Wave-Singapore is expected to assign its rights and obligations to Wave-Delaware, and Wave-Delaware is expected to assume the obligations of Wave-Singapore under, the outstanding pre-funded warrants, originally issued June 16, 2022, September 27, 2024 and December 11, 2025, respectively (the “Pre-Funded Warrants”). As a result of such assignment and assumption, following the effective time of the Transaction and in accordance with their terms, the Pre-Funded Warrants will be exercisable for shares of common stock of Wave-Delaware in lieu of ordinary shares of Wave-Singapore.

Q.	*If the Scheme of Arrangement is approved, do I have to take any action to participate in the Scheme of Arrangement?*

Upon effectiveness of the Transaction, your Wave-Singapore ordinary shares will be exchanged for shares of common stock of Wave-Delaware. The Wave-Delaware shares will be issued to you in uncertificated book-entry form. Wave-Singapore share certificates outstanding and book-entry shares held by Wave-Singapore shareholders immediately prior to the effective time of the Transaction will no longer be

evidence of title of Wave-Singapore ordinary shares previously represented by such certificates and book-entry positions, and following the Transaction, will only represent the right to receive a corresponding number of uncertificated book-entry shares of common stock of Wave-Delaware. Our transfer agent will request that you return any share certificates formerly representing Wave-Singapore ordinary shares for cancellation, together with a properly completed and executed letter of transmittal, in exchange for shares of common stock of Wave-Delaware following completion of the Transaction. Wave-Singapore ordinary shares held in book-entry form or in “street name” through a bank, broker, custodian or other nominee will be automatically exchanged for uncertificated book-entry shares of common stock without any action required on the part of the beneficial holder of such ordinary shares. Please see “The Wave Redomiciliation Proposal—Action Required to Transfer Wave-Singapore Ordinary Shares and Receive Wave-Delaware Shares of Common Stock.”

Q.	*Can I trade Wave-Singapore ordinary shares between the date of this proxy statement and the consummation of the Transaction?*

A.	Yes. Wave-Singapore ordinary shares will continue to trade on Nasdaq under the symbol “WVE” during this period.

Q.	*How will the Transaction affect the stock exchange listing of Wave-Singapore ordinary shares?*

There should be no disruption in the trading of your shares. We will submit a notification form with Nasdaq and expect that, following the consummation of the Transaction, the Wave-Delaware shares of common stock will be listed on Nasdaq under the symbol “WVE,” the same symbol under which your Wave-Singapore ordinary shares are currently listed.

Q.	*If my Wave-Singapore ordinary shares are held in “street name” by my broker, will my broker vote my shares for me?*

No. The vote on the Wave Redomiciliation Proposal is considered a “non-routine” matter, and your broker cannot exercise discretion to vote your Wave-Singapore ordinary shares. If you hold your Wave-Singapore ordinary shares in “street name,” you should follow the procedures provided by your broker regarding how to instruct your broker to vote your shares. Typically, you would submit your voting instructions by telephone or by the Internet in accordance with the procedures provided by your broker.

All shares entitled to vote and represented by properly completed proxies received prior to the Special Meeting and not revoked will be voted at the meeting in accordance with your instructions. If a signed proxy card is returned without indicating how shares should be voted on a matter and the proxy is not revoked, the shares represented by such proxy will be voted as the Board recommends and, therefore, “FOR” the approval of the Wave Redomiciliation Proposal.

Q.	*May I revoke my proxy or change my vote?*

Yes, shareholders eligible to vote at the Special Meeting have the right to revoke a proxy at any time prior to voting at the Special Meeting by (i) submitting a subsequently dated proxy card, which must be received by Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 no later than 48 hours before the time fixed for the Special Meeting or within such other time as may be required by the Singapore Companies Act or (ii) by attending the meeting and voting in person, provided that you were a Scheme Shareholder as of the Record Date. If you hold Wave-Singapore ordinary shares in “street name” through a broker, you should follow the procedures provided by your broker to revoke or change your vote.

Q.	*Who is making and paying for this proxy solicitation?*

A.	The proxy is being solicited on behalf of the Board. We have hired Innisfree M&A Incorporated (“Innisfree”) to assist in the distribution of proxy materials and the solicitation of proxies for an initial fee

estimated at $25,000, plus reimbursement of out-of-pocket expenses. Innisfree will be indemnified against certain liabilities and expenses, including certain liabilities under the federal securities laws. We will also reimburse brokers for their reasonable out-of-pocket expenses for forwarding proxy materials to beneficial owners of Wave-Singapore ordinary shares or other persons for whom they hold Wave-Singapore ordinary shares. The directors, officers and employees of Wave-Singapore may also solicit proxies by personal interview, mail, email, telephone, facsimile or other means of communication. These persons will not be paid additional remuneration for their efforts. Subject to applicable law, Wave-Singapore may also reimburse brokerage houses and other custodians, nominees, and fiduciaries for their expenses for forwarding proxy materials to the beneficial owners of Wave-Singapore ordinary shares and in obtaining voting instructions from such beneficial owners. The extent to which this will be necessary depends upon how promptly proxies are returned. We urge you to send in your proxy without delay.

Q.	*Whom should I call if I have questions about the Special Meeting or the Transaction?*

A.	You should contact our proxy solicitor:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Toll free: (877) 750-0510

Banks and brokers: (212) 750-5833

SUMMARY

This summary highlights selected information from this proxy statement. It does not contain all of the information that is important to you. To understand the Transaction more fully, and for a more complete legal description of the Transaction, you should read carefully the entire proxy statement, including the Annexes. The Scheme of Arrangement and the Implementation Agreement, substantially in the forms attached as Annex A and Annex B, respectively, to this proxy statement, are the legal documents that govern the Transaction. The amended and restated certificate of incorporation and amended and restated bylaws of Wave-Delaware, substantially in the forms attached as Annex C and Annex D, respectively, to this proxy statement, will become the governing documents of Wave-Delaware upon the completion of the Transaction.

Parties to the Transaction

Wave-Singapore. We are a public company limited by shares incorporated under the laws of the Republic of Singapore and parent of a corporate group that is a clinical-stage biotechnology company focused on unlocking the broad potential of ribonucleic acid medicines (“RNA”), or those targeting RNA, to transform human health. Wave-Singapore’s RNA medicines platform, PRISM^®, combines multiple modalities, chemistry innovation and deep insights in human genetics to deliver scientific breakthroughs that treat both rare and common disorders. Its toolkit of RNA-targeting modalities, including RNAi (SpiNA) and RNA editing (AIMers), provides Wave with unmatched capabilities for designing and sustainably delivering candidates that optimally address disease biology. Wave’s pipeline is focused on its obesity (WVE-007), alpha-1 antitrypsin deficiency (WVE-006) and PNPLA3 I148M liver disease (WVE-008) programs, and also includes clinical programs in Duchenne muscular dystrophy and Huntington’s disease, as well as several preclinical programs utilizing the company’s versatile RNA medicines platform. Our ordinary shares are traded on Nasdaq under the symbol “WVE”.

The principal executive offices of Wave-Singapore are located at 7 Straits View #12-00, Marina One East Tower, Singapore 018936, and the telephone number at that address is (65) 6236 3388.

Wave-Delaware. Wave-Delaware is a newly formed Delaware corporation and a direct wholly owned subsidiary of Wave-Singapore, incorporated specifically for the purpose of implementing the Transaction. Wave-Delaware has only nominal assets and capitalization and has not engaged in any business or other activities other than in connection with its formation and the Transaction. Immediately following the Transaction, Wave-Delaware will become the ultimate parent company of the Wave Group.

The principal offices of Wave-Delaware are located in person at 733 Concord Avenue, Cambridge, MA 02138, and the telephone number at that address is +1-617-949-2900.

The Transaction

The Transaction will cause the parent company of our corporate group to be a Delaware corporation.

On March 19, 2026, the Board of Directors approved the Transaction and the entry by Wave-Singapore into the Implementation Agreement. On April 15, 2026, the Implementation Agreement was entered into between Wave-Singapore and Wave-Delaware. On [ ], 2026, the Singapore Court ordered, among other things, the convening of the Special Meeting to approve the Scheme of Arrangement. We will hold the Special Meeting to approve the Scheme of Arrangement on [ ], 2026. If we obtain the necessary shareholder approvals, the Singapore Court will hold a second hearing to hear the application to approve the Scheme of Arrangement. Assuming we receive the necessary approvals of the Scheme of Arrangement from Wave-Singapore’s shareholders and the Singapore Court and the other conditions to consummate the Transaction are satisfied, we will lodge the Singapore Court’s order approving the Scheme of Arrangement with ACRA on or prior to the Long-Stop Date, at which time the Scheme of Arrangement will become effective and binding in accordance with its terms and conditions.

As a result of the Transaction, the shareholders of Wave-Singapore will become stockholders of Wave-Delaware and such stockholders’ rights will be governed by Delaware law and Wave-Delaware’s amended and restated certificate of incorporation and amended and restated bylaws, in substantially the forms attached hereto as Annex C and Annex D, respectively.

Background and Reasons for the Transaction

We have been incorporated in Singapore since 2012. However, there are compelling reasons that support restructuring our corporate group to redomicile the parent company of our group in the United States at this time.

Following a thorough review, we have determined that having our ultimate parent company incorporated in the United States is best for us, our shareholders and our employees.

After considering various factors, our Board of Directors determined that it was advisable to proceed with the Transaction. Our Board of Directors’ determination that Delaware is the preferred choice for the domicile of the parent of the Wave Group was based on many factors, including the following:

•

Delaware offers predictable and well-established corporate laws;

•

Delaware has a well-developed legal system which we believe encourages high standards of corporate governance and provides stockholders with substantial rights;

•

corporations domiciled in Delaware are perceived more favorably among regulatory authorities, investors and creditors than corporations domiciled in many other jurisdictions;

•

the perception of a Delaware corporation among regulatory authorities, investors and creditors is highly favorable; and

•

The Board has considered both the potential advantages of the Transaction and these potential risks and has unanimously approved the Scheme of Arrangement and recommends that shareholders vote for the approval of the Scheme of Arrangement.

Potential Tax Consequences to the Wave Group

such a transaction the purchaser is liable for stamp duty, unless there is an agreement to the contrary. In the context of the Transaction, Wave-Delaware will be regarded as the purchaser of the ordinary shares in Wave-Singapore. No stamp duty is payable if an instrument of transfer and agreement is not executed or the instrument of transfer is executed outside Singapore and not brought into Singapore.

The Singapore taxing authorities may take the view that certain documents executed in connection with the Transaction may be chargeable with stamp duty. Wave-Singapore intends to seek an adjudication from the Singapore tax authorities to obtain certainty that no stamp duty will be payable with respect to the exchange of shares in the Transaction in the manner it is proposed to be conducted.

Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares

U.S. Federal Income Tax Considerations to Holders of Wave-Singapore Ordinary Shares

It is intended that holders of ordinary shares of Wave-Singapore not recognize gain or loss for U.S. federal income tax purposes in the Transaction though the consummation of the Transaction is not conditioned upon the receipt of any opinion or tax ruling from the IRS to that effect. Please see “Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares—Material U.S. Federal Income Tax Considerations of the Transaction to U.S. Holders of Wave-Singapore Ordinary Shares” for a description of material U.S. federal income tax consequences of the Transaction to Wave-Singapore ordinary shareholders including, with respect to U.S. Holders (as defined therein), the application of Section 367(b) of the Code as discussed under “—Effects of Section 367” and the PFIC rules as discussed under “—PFIC Considerations.” Determining the actual tax consequences of the Transaction to you may be complex and will depend on your specific situation. You should consult your tax advisor for a full understanding of the tax consequences of the Transaction to you.

Singapore Tax Considerations to Holders of Wave-Singapore Ordinary Shares

Singapore does not impose tax on capital gains. Any gains derived by any person from the disposal of the Wave-Singapore ordinary shares which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered income in nature.

The transfer of Wave-Singapore ordinary shares in consideration for the allotment and issue of shares of common stock of Wave-Delaware pursuant to the Scheme of Arrangement may be regarded as a disposal of the Wave-Singapore ordinary shares for Singapore income tax purposes and a holder of the Wave-Singapore ordinary shares may consequently need to recognize a gain or loss. Such gain or loss may be income or capital in nature depending on the circumstances of the holder (e.g., whether the holder is trading in shares in Singapore or had acquired such shares for disposal at a profit in Singapore) and may or may not be taxable or deductible accordingly.

Pursuant to Section 10L of the ITA, gains received or deemed to be received in Singapore by an entity of a relevant group from the sale or disposal of any movable or immovable property outside Singapore (which could include Wave-Singapore ordinary shares registered in a register outside Singapore) will be treated as income chargeable to Singapore income tax, subject to certain exclusions.

In addition, holders of Wave-Singapore ordinary shares who apply, or who are required to apply, the Singapore Financial Reporting Standard 39—Financial Instruments: Recognition and Measurement (“FRS 39”), the Singapore Financial Reporting Standard 109 —Financial Instruments (“FRS 109”) or the Singapore Financial Reporting Standard (International) 9 (“SFRS(I) 9”) for the purposes of Singapore income tax may be required to recognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39, FRS 109 or SFRS(I) 9 (as the case may be) (as modified by the applicable provisions of Singapore income tax law).

Singapore has implemented a Domestic Top-up Tax and the Income Inclusion Rule pursuant to Singapore Multinational Enterprise (Minimum Tax) Act 2024 (“MMT Act”) and its subsidiary legislation, which impose a minimum Effective Tax Rate (“ETR”) of 15% from FYs starting on or after 1 January 2025. Where holders of Wave-Singapore ordinary shares who are constituent entities of in-scope Multinational Enterprises (“MNEs”) groups recognize gains or losses in their financial statements (in accordance with the relevant accounting standards) as a result of the Transaction, this could affect their ETR and they could be subject to top-up tax under the MMT Act.

Holders should consult their own professional tax advisors regarding the potential Singapore tax consequences as a result of the Transaction.

United Kingdom Tax Considerations to Holders of Wave-Singapore Ordinary Shares

The exchange of Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement should qualify as a ‘share for share’ exchange for the purposes of UK capital gains tax (“UK CGT”) and UK corporation tax on chargeable gains. Relevant shareholders should refer to the “Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares—United Kingdom Tax Considerations to Holders of Wave-Singapore Ordinary Shares” section for a more detailed description of the relevant UK tax treatment.

Comparison of Rights of Singapore Shareholders and Delaware Stockholders

Many of the principal attributes of Wave-Singapore’s ordinary shares and Wave-Delaware’s shares of common stock will be similar. However, there are differences between what your rights will be under Delaware law and what they currently are under Singapore law. In addition, there are differences between Wave-Singapore’s constitution and Wave-Delaware’s amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the completion of the Transaction.

We discuss these differences under “Description of Wave-Delaware Capital Stock” and “Comparison of Rights of Singapore Shareholders and Delaware Stockholders.” Wave-Delaware’s certificate of amended and restated incorporation and amended and restated bylaws, in the form substantially as they will be in effect upon completion of the Transaction, are attached as Annex C and Annex D, respectively, to this proxy statement.

Stock Exchange Listing

We intend to make an application so that, upon the consummation of the Transaction, Wave-Delaware shares of common stock (for which there is currently no established public trading market) will be listed on Nasdaq under the symbol “WVE,” the same symbol under which your Wave-Singapore ordinary shares are currently listed.

Approval of the Scheme of Arrangement by the Singapore Court

Wave-Singapore has made an application to the Singapore Court for an order to convene the Special Meeting. Subsequent and subject to approval of the Wave Redomiciliation Proposal by the requisite shareholders, Wave-Singapore will apply to the Singapore Court for the Singapore Court Order. If (i) the Singapore Court Order is granted, and (ii) the conditions to closing contained in the Implementation Agreement are satisfied, the Scheme of Arrangement will become effective on the date that we lodge a copy of the Singapore Court Order with ACRA.

The approval by the shareholders of Wave-Singapore and/or the Singapore Court of the Scheme of Arrangement shall remain valid notwithstanding any change in the business or financial condition of, or any transactions undertaken by us.

Amendment

The Scheme of Arrangement may be amended, modified or supplemented at any time before or after its approval by the shareholders of Wave-Singapore at the Special Meeting. However, after approval, no amendment, modification or supplement may be made or effected that legally requires further approval by Wave-Singapore shareholders without obtaining such approval.

Effective Time of the Transaction

In accordance with the terms of the Implementation Agreement, Wave-Singapore, without obtaining any further approval of Wave-Singapore shareholders, may select when it will lodge a copy of the Singapore Court Order with ACRA, and, therefore, the effective time of the Transaction (including the Scheme of Arrangement), provided it is lodged with ACRA on or prior to the Long-Stop Date.

Subject to the satisfaction of the conditions set forth in the Implementation Agreement and the other terms and conditions thereof, we will be required to lodge the Singapore Court Order with ACRA by the Long-Stop Date. However, if the conditions set forth in the Implementation Agreement are not satisfied by such date, the Scheme of Arrangement will lapse pursuant to its terms and the Transaction will not be effected.

Pre-Funded Warrants

In connection with the Transaction, Wave-Singapore is expected to assign its rights and obligations to Wave-Delaware, and Wave-Delaware is expected to assume the obligations of Wave-Singapore under, the Pre-Funded Warrants. As a result thereof, following the effective time of the Transaction and in accordance with their terms, the Pre-Funded Warrants will be exercisable for shares of common stock of Wave-Delaware in lieu of ordinary shares of Wave-Singapore.

No Appraisal Rights

Once the Scheme of Arrangement is approved by the requisite shareholders and the Singapore Court, and the Singapore Court Order is lodged with ACRA, the Scheme of Arrangement becomes effective and will be binding on all shareholders of Wave-Singapore. Holders of Wave-Singapore ordinary shares may file an objection with the Singapore Court against the approval of the Scheme of Arrangement, but no appraisal or dissenting rights are available to such holders in connection with a scheme of arrangement effected under Singapore law.

Accounting Treatment of the Transaction

Under U.S. GAAP, the Scheme of Arrangement will be accounted for consistent with a reorganization of entities under common control. Assets and liabilities are transferred at carrying value between entities under common control. Accordingly, the assets and liabilities of Wave-Delaware will be reflected at the same carrying amounts as in the accounts of Wave-Singapore at the effective time of the Transaction.

Special Meeting

Time, Place, Date and Purpose.

By order of the Singapore Court, the Special Meeting will be held on [ ], 2026 at [ ] Eastern time in person at 733 Concord Avenue, Cambridge, MA 02138.

At the Special Meeting, Wave-Singapore’s Board of Directors will ask the holders of ordinary shares of Wave-Singapore to vote to approve the Scheme of Arrangement. If the Scheme of Arrangement is approved and becomes effective, it will effect the Transaction, pursuant to which your ordinary shares of Wave-Singapore will be transferred to Wave-Delaware and you will receive, one newly issued share of common stock of Wave-Delaware for each ordinary share of Wave-Singapore that has been transferred.

Record Date.

The Record Date for determining the Wave-Singapore shareholders who are entitled to vote at the Special Meeting is [_], 2026.

Recommendation of the Board of Directors

The Wave-Singapore Board of Directors unanimously recommends that Wave-Singapore shareholders vote “FOR” the Wave Redomiciliation Proposal.

Quorum and Required Vote

In order to hold the Special Meeting, there must be a quorum. The presence, in person or by proxy, of at least two Scheme Shareholders as of the Record Date holding in aggregate at least a majority of all issued and outstanding ordinary shares of Wave-Singapore entitled to vote at the Special Meeting is necessary to constitute a quorum at the Special Meeting.

•

CEDE shall be deemed not to be a Scheme Shareholder; and

•

A Scheme Shareholder as of [ ], 2026, being the record date for the Special Meeting (the “Record Date”), may vote in person at the Special Meeting or may appoint one (and not more than one) person, whether a Scheme Shareholder or not, as his or her proxy to attend and vote in his or her stead.

A Scheme Shareholder who is not a DTC Participant may only cast all the votes it uses at the Special Meeting (whether in person or by proxy) in one way, and may only:

•

vote all its Wave-Singapore ordinary shares “FOR” the Wave Redomiciliation Proposal;

•

vote all of its Wave-Singapore ordinary shares “AGAINST” the Wave Redomiciliation Proposal; or

•

abstain from voting in respect of all of its Wave-Singapore ordinary shares.

A Scheme Shareholder who is a DTC Participant need not vote the Wave-Singapore ordinary shares registered in its name in the same way. Accordingly, a DTC Participant may:

•

vote all or part of its Wave-Singapore ordinary shares “FOR” the Wave Redomiciliation Proposal, which part shall be counted as approving the Wave Redomiciliation Proposal;

•

vote all or part of its Wave-Singapore ordinary shares “AGAINST” the Wave Redomiciliation Proposal, which part shall be counted as against approving the Wave Redomiciliation Proposal; and/or

•

For purposes of determining whether the Wave Redomiciliation Proposal is approved by a majority in number of Scheme Shareholders:

•

where a Scheme Shareholder who is a DTC Participant casts votes both for and against the Wave Redomiciliation Proposal:

•

Each Scheme Shareholder represented in person or by proxy at the Special Meeting is entitled to one vote per Wave-Singapore ordinary share held as of the Record Date.

As of the Record Date, there were [ ] ordinary shares in the capital of Wave-Singapore outstanding.

RISK FACTORS

Before you decide how to vote, you should consider carefully the following risk factors in addition to the other information contained in this proxy statement and the documents incorporated by reference, including, without limitation, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (including the risk factors contained therein) and our subsequent filings with the SEC. The risks discussed below also include forward-looking statements and our actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements.”

Your rights as a shareholder will change as a result of the Transaction.

Due to the differences between Delaware law and Singapore law and differences between the governing documents of Wave-Delaware and Wave-Singapore, we are unable to adopt governing documents for Wave-Delaware that are identical to the governing documents for Wave-Singapore. We have sought to preserve in the amended and restated certificate of incorporation and the amended and restated bylaws of Wave-Delaware a similar allocation of rights and powers between the shareholders and our Board of Directors that exists under Wave-Singapore’s constitution. Nevertheless, Wave-Delaware’s amended and restated certificate of incorporation and amended and restated bylaws differ from Wave-Singapore’s constitution, both in form and substance, and your rights as a shareholder will change.

For a description of these differences, please see the comparison chart of your rights as a shareholder of Wave-Singapore against your rights as a shareholder of Wave-Delaware, located in “Comparison of Rights of Singapore Shareholders and Delaware Stockholders.”

The Transaction may result in adverse tax consequences for holders of Wave-Singapore Ordinary Shares.

As discussed more fully under “Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares—U.S. Federal Income Tax Considerations to Holders of Wave-Singapore Ordinary Shares”, for U.S. federal income tax purposes, it is intended that the exchange of Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the completion of the Scheme of Arrangement and the U.S. Tax Election, taken together, qualify as a reorganization under Section 368(a)(1)(F) of the Code. However, Wave-Singapore has not sought, and does not intend to seek, any ruling from the IRS with respect to such qualification. No assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS. If the completion of the Scheme of Arrangement and the U.S. Tax Election, taken together, fail to qualify as a reorganization under Section 368(a)(1)(F) of the Code, a U.S. Holder (as defined in “Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares—U.S. Federal Income Tax Considerations to Holders of Wave-Singapore Ordinary Shares”) of Wave-Singapore ordinary shares generally would recognize gain or loss with respect to its Wave-Singapore ordinary shares in an amount equal to the difference, if any, between the fair market value of the shares of Wave-Delaware common stock received in the Scheme of Arrangement and the U.S. Holder’s adjusted tax basis in its Wave-Singapore ordinary shares surrendered.

Assuming that the completion of the Scheme of Arrangement and the U.S. Tax Election, taken together, qualify as a reorganization under Section 368(a)(1)(F) of the Code, subject to the PFIC rules discussed under “Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares—U.S. Federal Income Tax Considerations to Holders of Wave-Singapore Ordinary Share—Material U.S. Federal Income Tax Considerations of the Transaction to U.S. Holders of Wave-Singapore Ordinary Shares—PFIC Considerations”, U.S. Holders generally should be subject to Section 367(b) of the Code. A U.S. Holder whose Wave-Singapore ordinary shares, on the date of the completion of the Scheme of Arrangement, have a fair market value of less than $50,000 and who, on the date of the completion of the Scheme of Arrangement, beneficially owns (actually or constructively) less than 10% of the total combined voting power of all classes of Wave-Singapore shares entitled to vote and less than 10% of the total value of all classes of Wave-Singapore shares generally should not

recognize any gain or loss and should not be required to include any part of Wave-Singapore’s earnings and profits in income as a result of the Scheme of Arrangement. A U.S. Holder whose Wave-Singapore ordinary shares, on the date of the completion of the Scheme of Arrangement, have a fair market value of $50,000 or more and, who on the date of the completion of the Scheme of Arrangement, beneficially owns (actually or constructively) less than 10% of the total combined voting power of all classes of Wave-Singapore shares entitled to vote and less than 10% of the total value of all classes of Wave-Singapore shares, generally should recognize gain (but not loss) in respect of the Scheme of Arrangement as if such U.S. Holder exchanged its Wave-Singapore ordinary shares for shares of Wave-Delaware common shares in a taxable transaction, unless such U.S. Holder elects in accordance with applicable Treasury Regulations to include in income as a deemed dividend deemed paid by Wave-Singapore the “all earnings and profits amount” (as defined in the Treasury Regulations under Section 367 of the Code) attributable to the Wave-Singapore ordinary shares held directly by such U.S. Holder. A U.S. Holder who, on the date of the completion of the Scheme of Arrangement, beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of Wave-Singapore shares entitled to vote or 10% or more of the total value of all classes of Wave-Singapore shares should consult its own tax advisor regarding the rules that may apply to such shareholder. Wave-Singapore expects to have a deficit in earnings and profits on the date of the completion of the Scheme of Arrangement. However, it is possible that, notwithstanding Wave-Singapore’s expectations, the amount of Wave-Singapore’s cumulative net earnings and profits could be positive through the date of the completion of the Scheme of Arrangement.

Additionally, following the completion of the Scheme of Arrangement, dividends paid to a Non-U.S. Holder (as defined in “Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares—U.S. Federal Income Tax Considerations to Holders of Wave-Singapore Ordinary Shares”) in respect of its shares of Wave-Delaware common stock may be subject to U.S. federal withholding taxes.

The tax consequences of the Transaction are complex and will depend on a holder’s particular circumstances. All holders should consult their tax advisor regarding the tax consequences to them of the Transaction, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the tax considerations of the Transaction, see “Material Tax Considerations Relating to the Transaction to Holders of Wave-Singapore Ordinary Shares”.

The effective time of the Transaction is subject to change.

Under the terms of the Implementation Agreement, once the Scheme Shareholders and the Singapore Court have approved the Scheme of Arrangement, Wave-Singapore, without obtaining any further approval of its shareholders, may select the effective time of the Transaction (including the Scheme of Arrangement), provided the effective time occurs on or before the Long-Stop Date. We intend to implement the Transaction at a time that is beneficial to Wave and its shareholders, considering our financial and strategic objectives and currently anticipate that the effective date of the Transaction will be on or about [ ], 2026. Factors that will be considered in determining the effective date of the Transaction will include the status of any other significant pending corporate events. As a result, the effective time of the Transaction may be a significant time after the Special Meeting and is subject to change.

If the Singapore Court does not grant the Singapore Court Order approving the Scheme of Arrangement, Wave-Singapore will not have the ability to effect the Transaction.

We cannot proceed with the Transaction unless the Singapore Court grants the Singapore Court Order approving the Scheme of Arrangement.

The Transaction will not be completed unless the following conditions are satisfied:

•

the Scheme of Arrangement is approved by the requisite vote of the shareholders of Wave-Singapore at the Special Meeting;

•

the requisite court order approving the Scheme of Arrangement is granted by the Singapore Court;

•

the court order is lodged with ACRA;

•

no statute, rule or regulation is enacted or promulgated by any governmental entity of competent jurisdiction that prohibits or makes illegal the consummation of the Scheme of Arrangement; and

•

no order or injunction of a court of competent jurisdiction shall be in effect that prevents consummation of the Scheme of Arrangement.

Provided that the Wave-Singapore shareholders approve the Wave Redomiciliation Proposal and applicable statutory and other legal requirements have been complied with and satisfied with respect to it, we are not aware of any reason why the Singapore Court would not grant the Singapore Court Order approving the Wave Redomiciliation Proposal. Nevertheless, the Singapore Court’s sanction is a matter for its discretion and there can be no assurance if or when such approval will be obtained.

If the Singapore Court does not grant the Singapore Court Order, Wave-Singapore will be unable to effect the Transaction as contemplated under the Wave Redomiciliation Proposal, even if the requisite shareholder approval is obtained at the Special Meeting. In addition, the Singapore Court may subject the Wave Redomiciliation Proposal to any modification, amendment or addition in accordance with such terms or condition(s) as it deems appropriate in relation to the Wave Redomiciliation Proposal. The Singapore Court would be unlikely to approve or impose any modification of, or addition or condition to, the Wave Redomiciliation Proposal which might be material to the interests of Wave-Singapore shareholders, unless Wave-Singapore shareholders were informed of such modification, addition or condition. The Singapore Court may decide, in its discretion, whether or not the consent of Wave-Singapore shareholders should be sought at a further meeting of Wave-Singapore shareholders. Similarly, if a modification, addition or condition is put forward which, in the opinion of the Wave-Singapore Board of Directors, is of such a nature or importance as to require the approval of Wave-Singapore shareholders at a further meeting of Wave-Singapore shareholders, the Wave-Singapore Board of Directors will not take the necessary steps to enable the Scheme of Arrangement to become effective unless and until such shareholder approval is obtained.

In addition, Wave-Singapore or Wave-Delaware may determine to terminate the Wave Redomiciliation Proposal and not proceed with the Transaction if any condition, modification or amendment is imposed by any court of competent jurisdiction or governmental agency that is adverse to Wave-Singapore and its shareholders, for economic, strategic or other reasons, including if adverse conditions are imposed on the Wave Redomiciliation Proposal by the Singapore Court, or if any court of competent jurisdiction or governmental agency has issued an order, decree or ruling or taken any other action permanently enjoining, restraining or otherwise prohibiting the Wave Redomiciliation Proposal or any part thereof, or has refused to do anything necessary to permit the Wave Redomiciliation Proposal or any part thereof, and such order, decree, ruling, other action or refusal shall have become final and non-appealable.

Please see “The Wave Redomiciliation Proposal—Approval of the Scheme of Arrangement by the Singapore Court.”

The Transaction will result in additional direct and indirect costs, even if it is not completed.

We will incur additional costs as a result of the Transaction, although we do not expect these costs to be material. We expect to incur attorneys’ fees, accountants’ fees, filing and other regulatory fees, mailing expenses, proxy solicitation fees and financial printing expenses in connection with the Transaction, even if the Scheme of Arrangement is not approved or completed. The Transaction also may negatively affect us by diverting attention of our management and employees from our operating business during the period of implementation and by increasing other administrative costs and expenses.

Singapore Stamp Duty may be payable in connection with the Transaction.

Stamp duty may be chargeable in Singapore on documents effecting a sale of shares in a Singapore-incorporated company at the rate of 0.2% of the consideration paid or the market value of the shares, whichever is higher. In such a transaction the purchaser is liable for stamp duty, unless there is an agreement to the contrary. In the context of the Transaction, Wave-Delaware will be regarded as the purchaser of the ordinary shares in Wave-Singapore. No stamp duty is payable if an instrument of transfer and agreement is not executed or the instrument of transfer is executed outside Singapore and not brought into Singapore.

The Transaction may adversely impact our effective tax rate.

Although we do not expect the Transaction to increase our effective tax rate, there is a risk that our effective tax rate may increase after the Transaction. Following the Transaction, our effective tax rate may change significantly, which could materially impact our financial results, including our earnings and cash flow, for periods after the Transaction, and may fluctuate significantly from period to period. Our effective tax rate is based upon the application of currently applicable income tax laws, regulations and treaties, as well as current judicial and administrative interpretations of these income tax laws, regulations and treaties in various jurisdictions, including other than the United States, all of which are subject to change.

In light of these factors, there can be no assurance that our effective tax rate will not increase in future periods, including as a result of and following the Transaction. Moreover, U.S. tax laws significantly limit our ability to redomicile outside of the United States once the Transaction has occurred. Accordingly, if our effective tax rate were to increase as a result of the Transaction, our business and financial performance could be adversely affected.

We may choose to defer or abandon the Transaction.

If it is necessary to adjourn the Special Meeting required to approve the Wave Redomiciliation Proposal in connection with the Transaction described in this proxy statement, for any reason including any circumstances outside of our control, there may be a delay in obtaining the required approvals from the Singapore Court and thereby the consummation of the Transaction may be deferred until such time.

In addition, the Wave-Singapore Board of Directors may seek to adjourn the application to the Singapore Court to sanction the Scheme of Arrangement or may abandon the Transaction for economic, strategic or other reasons, including if adverse conditions are imposed on the Scheme of Arrangement (and therefore the Transaction) by the Singapore Court.

THE WAVE REDOMICILIATION PROPOSAL

Overview

As explained in more detail below, the Scheme of Arrangement on which we are asking you to vote, in connection with the other steps of the Transaction described in this proxy statement, will restructure our corporate group to cause the parent company of the group to be a Delaware corporation. The Transaction cannot occur without the Scheme Shareholders’ approval of the Wave Redomiciliation Proposal.

On March 19, 2026, the Board approved the Transaction and the entry by Wave-Singapore into the Implementation Agreement. On April 15, 2026, the Implementation Agreement was entered into between Wave-Singapore and Wave-Delaware. On [_], 2026, the Singapore Court ordered, among other things, the convening of the Special Meeting to approve the Scheme of Arrangement. We will hold the Special Meeting to approve the Scheme of Arrangement on [_], 2026. If we obtain the necessary shareholder approvals, the Singapore Court will hold a second hearing to hear the application to approve the Scheme of Arrangement. Assuming we receive the necessary approvals of the Scheme of Arrangement from Wave-Singapore’s shareholders and the Singapore Court and the other conditions to consummate the Transaction are satisfied, we will lodge the Singapore Court’s order approving the Scheme of Arrangement with ACRA on or prior to the Long-Stop Date, at which time the Scheme of Arrangement will become effective and binding in accordance with its terms and conditions.

Background and Reasons for the Transaction

Following a thorough review, we have determined that having our ultimate parent company incorporated in the United States is best for us, our shareholders and our employees.

•

Delaware offers predictable and well-established corporate laws;

•

Delaware has a well-developed legal system, which we believe encourages high standards of corporate governance and provides stockholders with substantial rights;

•

corporations domiciled in Delaware are perceived more favorably among regulatory authorities, investors and creditors than corporations domiciled in many other jurisdictions;

•

the perception of a Delaware corporation among regulatory authorities, investors and creditors as being highly favorable; and

•

Amendment

Conditions to Consummation of the Transaction

The Transaction will not be completed unless the following conditions are satisfied:

•

the Scheme of Arrangement is approved by the requisite vote of the shareholders of Wave-Singapore at the Special Meeting;

•

the requisite court order approving the Scheme of Arrangement is obtained from the Singapore Court;

•

the court order is lodged with ACRA;

•

no statute, rule or regulation is enacted or promulgated by any governmental entity of competent jurisdiction which prohibits or makes illegal the consummation of the Scheme of Arrangement; and

•

no order or injunction of a court of competent jurisdiction shall be in effect that prevents the consummation of the Scheme of Arrangement.

Approval of the Scheme of Arrangement by the Singapore Court

Wave-Singapore has made an application to the Singapore Court for an order to convene the Special Meeting. Subsequent and subject to approval of the Wave Redomiciliation Proposal by the shareholders of Wave-Singapore at the Special Meeting, Wave-Singapore must apply for the Singapore Court Order for its approval of the Scheme of Arrangement. If (i) the Singapore Court Order is granted, and (ii) the conditions to closing contained in the Implementation Agreement are satisfied, the Scheme of Arrangement will become effective on the date that we lodge a copy of the Singapore Court Order with ACRA.

The approval by the shareholders of Wave-Singapore and/or the Singapore Court of the Scheme of Arrangement shall remain valid notwithstanding any change in our business or financial condition or any transactions undertaken by us.

Federal Securities Law Consequences; Resale Restrictions

The issuance of Wave-Delaware shares of common stock to Wave-Singapore shareholders in connection with the Transaction will not be registered under the Securities Act of 1933 (the “Securities Act”). Section 3(a)(10) of the Securities Act exempts securities issued in exchange for one or more outstanding securities from the general

requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by any court of competent jurisdiction, after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom such securities will be issued have a right to appear and to whom adequate notice of the hearing has been given. The date, time and place of the hearing by the Singapore Court for the approval of the Scheme of Arrangement (the “Scheme Approval Hearing”) are not yet known. Subsequent and subject to shareholder approval of the Wave Redomiciliation Proposal, Wave-Singapore will promptly apply to the Singapore Court for its approval of the Scheme of Arrangement. Wave-Singapore intends to provide notice to its shareholders of the date, time and place of the Scheme Approval Hearing, once determined, so that shareholders can have the opportunity to appear at the hearing. Wave-Singapore currently intends to provide such notice through a press release distributed through press services and newswires in accordance with Nasdaq rules which would be filed on a Form 8-K and a written notice to be mailed to Wave-Singapore shareholders not less than one week prior to the date of the Scheme Approval Hearing and, immediately upon the distribution of the foregoing materials, to release for publication notice in newspapers of national circulation in each of the United States and Singapore.

In determining whether it is appropriate to authorize the Scheme of Arrangement, the Singapore Court will consider whether the terms and conditions of the exchange of shares pursuant to the Scheme of Arrangement are fair to Wave-Singapore shareholders and we will have advised the Singapore Court before the hearing that we will rely on the Section 3(a)(10) exemption based on its approval of the Scheme of Arrangement. The Wave-Delaware shares of common stock issued to Wave-Singapore shareholders in connection with the Transaction will be freely transferable, except for restrictions applicable to certain “affiliates” of Wave-Singapore under the Securities Act, as follows:

•

Persons who were not affiliates of Wave-Singapore at the consummation of the Transaction and have not been affiliates within 90 days prior to such time will be permitted to sell any Wave-Delaware shares of common stock received in the Transaction without regard to Rule 144 under the Securities Act.

•

Persons who were affiliates of Wave-Singapore at the consummation of the Transaction or were affiliates within 90 days prior to such time will be permitted to resell any Wave-Delaware common stock shares they receive pursuant to the Transaction in the manner permitted by Rule 144. In computing the holding period of the Wave-Delaware shares of common stock for the purposes of Rule 144(d), such persons will be permitted to “tack” the holding period of their Wave-Singapore ordinary shares held prior to the consummation of the Transaction.

•

Persons whose shares of Wave-Singapore bear a legend restricting transfer will receive shares of Wave-Delaware that are subject to the same restrictions.

Persons who may be deemed to be affiliates of Wave-Singapore and Wave-Delaware for these purposes generally include individuals or entities that control, are controlled by, or are under common control with, Wave-Singapore or Wave-Delaware, and would generally not be expected to include shareholders who are not executive officers, directors or significant shareholders of Wave-Singapore or Wave-Delaware.

We have not filed a registration statement with the SEC covering any resales of the Wave-Delaware shares of common stock to be received by Wave-Singapore’s shareholders in connection with the Transaction. Wave-Delaware intends to file certain post-effective amendments to existing effective registration statements of Wave-Singapore concurrently with the completion of the Transaction.

Upon consummation of the Transaction, the shares of common stock of Wave-Delaware will be deemed to be registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by virtue of Rule 12g-3 under the Exchange Act, without the filing of any Exchange Act registration statement and Wave-Delaware will be deemed to be the successor issuer of the registered Wave-Singapore ordinary shares.

Effective Date of the Transaction

Assuming we receive the necessary approvals from Wave-Singapore’s shareholders and the Singapore Court and the other conditions to consummate the Transaction are satisfied and subject to the other terms and conditions of the Implementation Agreement, we will lodge the Singapore Court’s order approving the Scheme of Arrangement with ACRA, at which time the Scheme of Arrangement will become effective and binding in accordance with its terms and conditions. We currently expect to complete the Transaction on or about [_], 2026.

In accordance with the terms of the Implementation Agreement, Wave-Singapore, without obtaining any further approval of Wave-Singapore shareholders, may select the effective time of the Transaction (including the Scheme of Arrangement), provided the effective time occurs on or prior to the Long-Stop Date.

Subject to the satisfaction of the conditions set forth in the Implementation Agreement, we will be required to lodge the Singapore Court Order with ACRA by the Long-Stop Date. However, if the conditions set forth in the Implementation Agreement are not satisfied by such date, the Scheme of Arrangement will lapse pursuant to its terms and the Transaction will not be effected.

Management of Wave-Delaware

When the Transaction is completed, the executive officers and directors of Wave-Singapore immediately prior to the completion of the Transaction will become the executive officers and directors of Wave-Delaware. Wave-Delaware’s amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effect after the Transaction, provide for a single class of directors, just as Wave-Singapore currently has, and Wave-Delaware’s directors will be subject to re-election at the next annual meeting of stockholders of Wave-Delaware following the completion of the Transaction.

Indemnification Agreements

Wave-Singapore’s constitution provides that subject to the Singapore Companies Act and every other applicable statute for the time being in force concerning companies and affecting Wave-Singapore, the directors and officers are indemnified against costs, charges, fees and other expenses that may be incurred by such person in defending any proceedings, whether civil or criminal, which relates to anything done or omitted or alleged to be done or omitted by such person as a director, officer or employee of Wave-Singapore and in which judgment is given in his or her favor or in which such person is acquitted or in which the courts have granted relief pursuant to the provisions of the Singapore Companies Act, provided that such indemnity shall not extend to any liability which by law would otherwise attach to him or her in respect of any negligence, default, breach of duty or breach of trust of which he or she may be guilty in relation to Wave-Singapore, or which would otherwise result in such indemnity being voided under applicable Singapore laws.

Wave-Singapore’s constitution further provides that subject to the Singapore Companies Act and every other applicable statute for the time being in force concerning companies and affecting Wave-Singapore, each of the directors and officers of Wave-Singapore and those of Wave-Singapore’s subsidiaries and affiliates shall be entitled to be indemnified by Wave-Singapore or such subsidiary against any liability incurred by him or her arising out of or in connection with any acts, omissions or conduct, actual or alleged, by such individual acting in his or her capacity as either director, officer, secretary or employee of Wave-Singapore or the relevant subsidiary, except to such extent as would not be permitted under applicable Singapore laws or which would otherwise result in such indemnity being void in accordance with the provisions of the Singapore Companies Act.

Each of the Wave-Delaware amended and restated certificate of incorporation and amended and restated bylaws will provide that we are required to indemnify the directors and officers of Wave-Delaware, in each case to the fullest extent permitted by Delaware law. The Wave-Delaware amended and restated bylaws will also obligate us to advance expenses incurred by a director or officer in advance of the final disposition of any action or

proceeding, and permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted to indemnify him or her under Delaware law.

We have entered into deeds of indemnity with the Wave-Singapore directors and certain of its officers to indemnify such persons. In connection with the Transaction, we expect to enter into agreements to indemnify the Wave-Delaware directors and executive officers as determined by the Wave-Delaware board of directors. The current deeds of indemnity between Wave-Singapore and certain of its officers and directors provide for the indemnification of, and advancement of expenses to, these persons, with specified exemptions. We expect that the indemnification and expense advancement to be provided to directors and certain officers of Wave-Delaware under the new indemnification agreements will be the same or substantially similar to that afforded in the current deeds of indemnity between Wave-Singapore and its officers and directors.

Wave believes that these provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Wave-Delaware will also maintain directors’ and officers’ liability insurance.

Please see “Comparison of Rights of Singapore Shareholders and Delaware Stockholders— Indemnification of Directors and Officers.”

Interests of Certain Persons in the Transaction

Except for the indemnification arrangements described above, no person who has been a director or executive officer of Wave-Singapore at any time since the beginning of the last fiscal year, or any associate of any such person, has any substantial interest in the Transaction, except for any interest arising from his or her ownership of securities, equity awards or the Pre-Funded Warrants of Wave-Singapore.

Regulatory Matters

Other than the Singapore Court’s approval of the Scheme of Arrangement, we are not aware of any other governmental approvals or actions that are required to complete the Transaction other than compliance with U.S. federal and state securities laws and Singapore and Delaware corporate law. We do not believe that any significant regulatory approvals will be required to effect the Transaction.

No Appraisal Rights

Once the Wave Redomiciliation Proposal is approved by the requisite Scheme Shareholders, is approved by the Singapore Court and the Singapore Court Order is lodged with ACRA, the Scheme of Arrangement becomes effective and will be binding on all shareholders of Wave. Holders of Wave-Singapore ordinary shares may file an objection with the Singapore Court against the approval of the Scheme of Arrangement, but no appraisal or dissenting rights are available to such holders in connection with a scheme of arrangement effected under Singapore law.

Action Required to Transfer Wave-Singapore Ordinary Shares and Receive Wave-Delaware Shares of Common Stock

Assuming the Transaction becomes effective, your Wave-Singapore ordinary shares will be exchanged for shares of common stock of Wave-Delaware, which will be issued to you in uncertificated book-entry form.

Any Wave-Singapore share certificates outstanding immediately prior to the effective time of the Transaction will no longer be evidence of title of Wave-Singapore shares represented by such certificates, and following the Transaction, will only represent the right to receive a corresponding number of uncertificated book-entry shares of common stock of Wave-Delaware. Our transfer agent will request that you return any share certificates

formerly representing Wave-Singapore ordinary shares for cancellation, together with a properly completed and executed letter of transmittal, in exchange for shares of common stock of Wave-Delaware following completion of the Transaction. Wave-Singapore ordinary shares held in book-entry form or in “street name” through a bank, broker, custodian or other nominee will be automatically exchanged for uncertificated book-entry shares of common stock of Wave-Delaware without any action required on the part of the beneficial holder of such shares.

Equity Plans

If the Transaction is completed, Wave-Delaware will assume and adopt Wave-Singapore’s existing rights and obligations under its equity plans (including any equity plan, employee stock purchase plan or individual inducement awards) in connection with awards granted under Wave-Singapore’s equity incentive plans and other similar equity awards. To the extent Wave-Singapore currently sponsors those equity incentive plans, then as of the consummation of the Transaction, Wave-Delaware will become the sponsor of the assumed equity incentive plans (including any equity plan, employee stock purchase plan or individual inducement awards). The plans will be amended as necessary to give effect to the Transaction, including to provide (1) for the assumption and adoption by Wave-Delaware of the applicable equity incentive plans and the various rights, duties or obligations thereunder (including any reserved, but unused share reserve thereunder); (2) that shares of common stock of Wave-Delaware will be issued, held, available or used to measure benefits as appropriate under the plans, in lieu of ordinary shares of Wave-Singapore, including upon exercise of any options or upon vesting/settlement of restricted share units or performance share units issued under those plans on a one—for-one basis; and (3) for the appropriate substitution of Wave-Delaware for Wave-Singapore in those plans. Shareholder approval of the Scheme of Arrangement will also constitute shareholder approval of the adoption and assumption of the equity incentive plans (including any equity plan, employee stock purchase plan or individual inducement awards) by Wave-Delaware as contemplated by this proxy statement as if such plans were new plans or arrangements approved by the stockholders of Wave-Delaware.

Holders of outstanding options, restricted share units, performance-based restricted share units or other equity-based awards may be subject to tax as a result of the conversion of the underlying Wave-Singapore ordinary shares to Wave-Delaware shares of common stock as of the consummation of the Transaction, depending on the country where the holders are citizens or tax residents or the country where they resided during the life of such equity awards. In general, however, U.S. taxpayers should not recognize ordinary income at the time Wave-Delaware assumes their equity awards. Tax withholding and/or reporting may be required by Wave-Delaware or one of its affiliates and/or the holder of the applicable equity award, and certain employer social insurance contributions or other taxes may be due as a result of the conversion of the equity awards. Depending on the country where the holders are citizens or residents or the country where they resided during the life of the Wave-Singapore awards, the conversion of equity awards may trigger certain regulatory filings or notices to employees concerning the tax or regulatory consequences of the Transaction.

Stock Exchange Listing

Wave-Singapore’s ordinary shares are currently listed on Nasdaq. There is currently no established public trading market for the shares of common stock of Wave-Delaware. We intend to make an application so that, upon the consummation of the Transaction, the Wave-Delaware shares of common stock will be listed on Nasdaq under the symbol “WVE,” the same symbol under which your Wave-Singapore ordinary shares are currently listed.

Accounting Treatment of the Transaction

Pre-Funded Warrants

In connection with the Transaction, Wave-Singapore is expected to assign its rights and obligations to Wave-Delaware, and Wave-Delaware is expected to assume the obligations of Wave-Singapore under, the Pre-Funded Warrants. As a result thereof, following the effective time of the Transaction and in accordance with their terms, the Pre-Funded Warrants will be exercisable for shares of common stock of Wave-Delaware in lieu of ordinary shares of Wave-Singapore. The Pre-Funded Warrants are otherwise expected to remain outstanding in accordance with their existing terms.

Effect of the Transaction on Reporting Obligations of the Wave Corporate Group

Upon completion of the Transaction, we will remain subject to SEC reporting requirements, the mandates of Sarbanes-Oxley and the corporate governance rules of Nasdaq, and we will continue to report our consolidated financial results in U.S. dollars and in accordance with U.S. GAAP. We will in the ordinary course make available customary reports filed with the SEC, consistent with our established current practices. Wave-Delaware will file reports on Form 10-K, 10-Q and 8-K with the SEC and comply with the rules and regulations promulgated under the Exchange Act, including the rules applicable to the filing and contents of proxy statements, as we currently do.

Assuming completion of the Transaction, Wave-Singapore will no longer be subject to the reporting requirements of the SEC and as such, Wave-Singapore will no longer file reports on Form 10-K, 10-Q and 8-K and will no longer be subject to the proxy rules.

POTENTIAL TAX CONSEQUENCES TO THE WAVE GROUP

MATERIAL TAX CONSIDERATIONS RELATING TO THE TRANSACTION TO HOLDERS OF WAVE-SINGAPORE ORDINARY SHARES

U.S. Federal Income Tax Considerations to Holders of Wave-Singapore Ordinary Shares

The following discussion is a summary of certain U.S. federal income tax considerations to U.S. Holders and to Non-U.S. Holders (each as defined below) of (i) exchanging Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement and (ii) owning and disposing of shares of Wave-Delaware common stock that are received pursuant to the Scheme of Arrangement. This discussion is based on and subject to the Code, the U.S. Treasury Regulations promulgated thereunder, published guidance of the IRS and court decisions, in each case, as of the date hereof, all of which are subject to change, possibly with retroactive effect, and to differing interpretations.

The following discussion assumes that the Transaction will be consummated as described in this proxy statement and applies only to U.S. Holders and Non-U.S. Holders that hold their Wave-Singapore ordinary shares, and that will hold their shares of Wave-Delaware common stock received pursuant to the Scheme of Arrangement, as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not constitute tax advice and does not address all aspects of U.S. federal income taxation that may be relevant to any particular holders in light of their personal circumstances, including any tax consequences arising under the Medicare contribution tax on net investment income, or to any holders subject to special treatment under the Code, such as:

•

banks, thrifts, mutual funds and other financial institutions;

•

real estate investment trusts and regulated investment companies;

•

traders in securities who elect to apply a mark-to-market method of accounting;

•

brokers, dealers or traders in securities or foreign currency;

•

tax-exempt organizations or governmental organizations;

•

insurance companies;

•

individual retirement and other deferred accounts;

•

persons whose functional currency is not the U.S. dollar;

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

“passive foreign investment companies,” “controlled foreign corporations” or “foreign controlled foreign corporations,” and corporations that accumulate earnings to avoid U.S. federal income tax;

•

persons subject to the alternative minimum tax;

•

persons deemed to sell Wave-Delaware common stock under the constructive sale provisions of the Code;

•

persons who hold their stock as part of a straddle, hedging, conversion, constructive sale or other risk reduction transaction;

•

persons who purchase or sell their stock as part of a wash sale for tax purposes;

•

“S corporations,” partnerships or other entities or arrangements classified as partnerships for U.S. federal income tax purposes, or other pass-through entities (and investors therein);

•

persons who received their stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan;

•

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds;

•

persons subject to special tax accounting rules as a result of any item of gross income with respect to the stock being taken into account in a financial statement;

•

persons who own (directly, indirectly or constructively) five percent (5%) or more, by vote or value, of Wave-Singapore shares or, after completion of the Scheme of Arrangement, Wave-Delaware stock; and

•

persons who own Wave-Singapore Pre-Funded Warrants.

This discussion also does not address any considerations under the U.S. federal tax laws other than those pertaining to the income tax, nor does it address any state, local or non-U.S. tax considerations. We do not intend to seek any rulings from the IRS with respect to the Transaction, and there can be no assurance that the IRS will not take a position contrary to the tax consequences described herein or that such a contrary position would not be sustained by a court.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of Wave-Singapore ordinary shares or, after the completion of the Scheme of Arrangement, shares of Wave-Delaware common stock received in the Scheme of Arrangement, that for U.S. federal income tax purposes is:

•

an individual who is a citizen or resident of the United States;

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States, any state thereof or the District of Columbia;

•

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

•

a trust if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States persons (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust, or (ii) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a United States person for U.S. federal income tax purposes.

For purposes of this discussion, a “Non-U.S. Holder” means a beneficial owner of Wave-Singapore ordinary shares or, after the completion of the Scheme of Arrangement, shares of Wave-Delaware common stock received in the Scheme of Arrangement, that is an individual, corporation, estate or trust and, in each case, is not a U.S. Holder.

If an entity treated as a partnership for U.S. federal income tax purposes holds Wave-Singapore ordinary shares or, after the completion of the Scheme of Arrangement, shares of Wave-Delaware common stock, the tax treatment of a partner in the partnership will generally depend upon the status of the partner, the activities of the partnership and certain determinations made at the partner level. A holder that is a partnership for U.S. federal income tax purposes and the partners in such partnership should consult their tax advisors about the U.S. federal income tax consequences of the Transaction to them and of the ownership and disposition of shares of Wave-Delaware common stock.

THIS DISCUSSION IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT TAX ADVICE. HOLDERS OF WAVE-SINGAPORE ORDINARY SHARES OR, AFTER THE COMPLETION OF THE SCHEME, WAVE-DELAWARE SHARES OF COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE SCHEME OF ARRANGEMENT AND OF THE OWNERSHIP AND DISPOSITION OF WAVE-DELAWARE SHARES OF COMMON STOCK TO THEM IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER U.S. FEDERAL TAX LAWS OTHER THAN THOSE PERTAINING TO INCOME TAX, INCLUDING ESTATE OR GIFT TAX LAWS, OR UNDER ANY STATE, LOCAL OR NON-U.S. TAX LAWS OR UNDER ANY APPLICABLE INCOME TAX TREATY.

Characterization of the Exchange of Wave-Singapore Ordinary Shares for Shares of Wave-Delaware Common Stock Pursuant to the Scheme of Arrangement

For U.S. federal income tax purposes, the exchange of Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement and the U.S. Tax Election, taken together, are expected to qualify as a reorganization under Section 368(a)(1)(F) of the Code. A reorganization under Section 368(a)(1)(F) of the Code is a “mere change in identity, form, or place of organization of one corporation, however effected.” However, there is some uncertainty regarding whether the exchange of Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement and the U.S. Tax Election, taken together, will qualify for such treatment because there is no authority directly addressing a transaction involving the same facts. In addition, the Transaction is not conditioned on the receipt of a tax opinion, and we do not intend to request a ruling from the IRS regarding the U.S. federal income tax treatment of the Transaction. Consequently, no assurance can be given that the IRS will not challenge the qualification of the completion of the Scheme of Arrangement and the U.S. Tax Election, taken together, as a reorganization under Section 368(a)(1)(F) of the Code or that a court would not sustain such challenge. In such case, the Transaction could be treated as a taxable transaction for U.S. federal income tax purposes.

Material U.S. Federal Income Tax Considerations of the Transaction to U.S. Holders of Wave-Singapore Ordinary Shares

Receipt of Shares of Wave-Delaware Common Stock in a Section 368(a)(1)(F) Reorganization

Assuming that (i) the exchange of Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement and the U.S. Tax Election, taken together, qualify as a reorganization under Section 368(a)(1)(F) of the Code, (ii) the application of Section 367 of the Code does not result in adverse consequences (as discussed below under “Effects of Section 367 to U.S. Holders of Wave-Singapore Ordinary Shares”) and (iii) Wave-Singapore is not and has not been a PFIC (as discussed below under “PFIC Status”), a U.S. Holder that exchanges Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement should not recognize any gain or loss with respect to such exchange. Such U.S. Holder should have an aggregate adjusted tax basis in the shares of Wave-Delaware common stock received pursuant to the Scheme of Arrangement equal to the adjusted tax basis of the Wave-Singapore ordinary shares surrendered in exchange therefor by that U.S. Holder pursuant to the Scheme of Arrangement. The holding period for shares of Wave-Delaware common stock received pursuant to the Scheme of Arrangement should include the U.S. Holder’s holding period for the Wave-Singapore ordinary shares surrendered in exchange therefor.

U.S. Holders should consult their tax advisors about any reporting requirements and information statements that could be applicable to a U.S. Holder with respect to the Transaction and any potential consequences, including penalties, associated with a failure to satisfy such requirements.

Effects of Section 367

Section 367 of the Code applies to certain transactions involving foreign corporations, including a domestication of a foreign corporation in a transaction that qualifies as a reorganization under Section 368(a)(1)(F) of the Code. Subject to the discussion below under the section entitled “—PFIC Considerations,” Section 367 of the Code imposes U.S. federal income tax on certain United States persons in connection with transactions that would otherwise be tax-deferred. Section 367(b) of the Code should generally apply to U.S. Holders on the date of the completion of the Scheme of Arrangement.

U.S. Holders Who Own 10 Percent or More (By Vote or Value) of Wave-Singapore Ordinary Shares

A U.S. Holder who beneficially owns (actually or constructively) 10% or more of the total combined voting power of all classes of Wave-Singapore shares entitled to vote or 10% or more of the total value of all classes of

Wave-Singapore shares (a “10% U.S. Shareholder”) should consult its own tax advisor regarding the rules that may apply to such 10% U.S. Shareholder.

U.S. Holders Who Own Less Than 10 Percent (By Vote or Value) of Wave-Singapore Ordinary Shares

Subject to the discussion below under the section entitled “—PFIC Considerations,” a U.S. Holder whose Wave-Singapore ordinary shares, on the date of the completion of the Scheme of Arrangement, have a fair market value of $50,000 or more and who, on the date of the completion of the Scheme of Arrangement, is not a 10% U.S. Shareholder generally should recognize gain (but not loss) with respect to its Wave-Singapore ordinary shares in connection with the Scheme of Arrangement or, in the alternative, may elect to recognize the “all earnings and profits” amount attributable to such U.S. Holder’s Wave-Singapore ordinary shares as described below.

The “all earnings and profits amount” with respect to a U.S. Holder’s Wave-Singapore ordinary shares is the net positive earnings and profits of Wave-Singapore (as determined under the Treasury Regulations under Section 367 of the Code) attributable to such Wave-Singapore ordinary shares (as determined under Treasury Regulations under Section 367 of the Code). Treasury Regulations under Section 367 of the Code provide that the “all earnings and profits amount” attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

Subject to the discussion below under the section entitled “—PFIC Considerations,” unless a U.S. Holder makes the “all earnings and profits election” as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to the shares of Wave-Delaware common stock received in the Scheme of Arrangement in an amount equal to the excess of the fair market value of such shares of Wave-Delaware common stock over the U.S. Holder’s adjusted tax basis in the Wave-Singapore ordinary shares exchanged in the Scheme of Arrangement. U.S. Holders who hold different blocks of Wave-Singapore ordinary shares (generally, Wave-Singapore ordinary shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

In lieu of recognizing any gain as described in the preceding paragraph, a U.S. Holder may elect to include in income as a deemed dividend paid by Wave-Singapore the “all earnings and profits amount” attributable to its Wave-Singapore ordinary shares under Section 367(b) of the Code. There are, however, strict conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

•

a statement that the Scheme of Arrangement is a Section 367(b) exchange (within the meaning of the applicable Treasury Regulations);

•

a complete description of the Scheme of Arrangement;

•

a description of any stock, securities or other consideration transferred or received in the Scheme of Arrangement;

•

a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

•

a statement that the U.S. Holder is making the election that includes (A) a copy of the information that the U.S. Holder received from Wave-Singapore establishing and substantiating the U.S. Holder’s “all earnings and profits amount” with respect to the U.S. Holder’s Wave-Singapore ordinary shares and (B) a representation that the U.S. Holder has notified Wave-Singapore (or Wave-Delaware) that the U.S. Holder is making the election; and

•

certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations.

In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the year of the Transaction, and the U.S. Holder must send notice of making the election to Wave-Singapore or Wave-Delaware no later than the date such tax return is filed. In connection with this election, Wave-Singapore may in its discretion provide each U.S. Holder eligible to make such an election with information regarding Wave-Singapore’s earnings and profits upon written request.

Wave-Singapore expects to have a deficit in earnings and profits through the date of the completion of the Scheme of Arrangement and if that proves to be the case, U.S. Holders who make this election are not expected to have any income inclusion under Section 367(b) of the Code, provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. However, if it were ultimately determined that Wave-Singapore had positive earnings and profits through the date of the completion of the Scheme of Arrangement, a U.S. Holder that makes the election described herein could have an “all earnings and profits amount” with respect to its Wave-Singapore ordinary shares, and thus could be required to include that amount in income as a deemed dividend paid by Wave-Singapore under applicable Treasury Regulations as a result of the Scheme of Arrangement.

A U.S. Holder who is not a 10% U.S. Shareholder on the date of the completion of the Scheme of Arrangement and whose Wave-Singapore ordinary shares have a fair market value of less than $50,000 on the date of the completion of the Scheme of Arrangement generally should not be required to recognize any gain or loss or include any part of the “all earnings and profits amount” in income under Section 367 of the Code in connection with the Scheme of Arrangement. However, such U.S. Holder may be subject to taxation under the PFIC rules as discussed below under the section entitled “—PFIC Considerations.”

EACH U.S. HOLDER SHOULD CONSULT ITS TAX ADVISORS REGARDING THE CONSEQUENCES TO IT OF THE TRANSACTION INCLUDING MAKING AN ELECTION TO INCLUDE IN INCOME THE “ALL EARNINGS AND PROFITS AMOUNT” ATTRIBUTABLE TO ITS WAVE-SINGAPORE ORDINARY SHARES UNDER SECTION 367(b) OF THE CODE AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO SUCH AN ELECTION.

ALL U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE EFFECT OF SECTION 367 OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

PFIC Considerations

Regardless of whether the completion of the Scheme of Arrangement and the U.S. Tax Election, taken together, qualify as a reorganization under Section 368(a)(1)(F) of the Code (in addition to the discussion under the section entitled “—Effects of Section 367 to U.S. Holders of Ordinary Shares” above), the Scheme of Arrangement could be a taxable event to U.S. Holders under the PFIC provisions of the Code if Wave-Singapore is considered a PFIC.

Definition of a PFIC

A foreign (i.e., non-U.S.) corporation will be classified as a PFIC for U.S. federal income tax purposes if either (i) at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income or (ii) at least 50% of its assets in a taxable year (generally determined based on fair market value and averaged quarterly over the year), including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business received from unrelated persons) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually.

PFIC Status of Wave-Singapore

Based upon the composition of its income and assets and the manner in which it operates its business, Wave-Singapore believes it was not a PFIC for its 2025 taxable year or any prior taxable year and does not expect to be a PFIC for its 2026 taxable year. Due to the factual nature of the determination, no assurance can be given as to whether Wave-Singapore would be or would not be a PFIC for any taxable year.

Effects of PFIC Rules on the Transaction

Even if the completion of the Scheme of Arrangement and the U.S. Tax Election, taken together, qualify as a reorganization under Section 368(a)(1)(F) of the Code, Section 1291(f) of the Code requires that, to the extent provided in the Treasury Regulations, a United States person who disposes of stock of a PFIC recognize gain notwithstanding any other provision of the Code. No final Treasury Regulations are currently in effect under Section 1291(f) of the Code, but proposed Treasury Regulations under Section 1291(f) of the Code have been promulgated. If finalized in their current form, those proposed Treasury Regulations would not require gain recognition to U.S. Holders of Wave-Singapore ordinary shares as a result of the Scheme of Arrangement if Wave-Singapore is considered a PFIC and the completion of the Scheme of Arrangement and the U.S. Tax Election, taken together, qualify as a reorganization under Section 368(a)(1)(F) of the Code; however, a U.S. Holder would be required to recognize gain in connection with the Scheme of Arrangement if Wave-Singapore was classified as a PFIC at any time during such U.S. Holder’s holding period in its Wave-Singapore ordinary shares and the U.S. Holder had not timely made (a) a QEF Election (as defined below) for the first taxable year in which the U.S. Holder owned such Wave-Singapore ordinary shares or in which Wave-Singapore was a PFIC, whichever is later (or a QEF Election along with a purging election) or (b) a MTM Election (as defined below) with respect to such Wave-Singapore ordinary shares.

The tax on any such recognized gain would be imposed based on a complex set of computational rules designed to offset the tax deferral with respect to the undistributed earnings of Wave-Singapore. Under these rules:

•

the U.S. Holder’s gain will be allocated ratably over the U.S. Holder’s holding period for such U.S. Holder’s Wave-Singapore ordinary shares;

•

the amount of gain allocated to the U.S. Holder’s taxable year in which the U.S. Holder recognized the gain, or to the period in the U.S. Holder’s holding period before the first day of the first taxable year in which Wave-Singapore was a PFIC, will be taxed as ordinary income;

•

the amount of gain allocated to other taxable years (or portions thereof) of the U.S. Holder and included in such U.S. Holder’s holding period would be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and

•

an additional tax equal to the interest charge generally applicable to underpayments of tax will be imposed on the U.S. Holder in respect of the tax attributable to each such other taxable year (described in the third bullet above) of such U.S. Holder.

In addition, the proposed Treasury Regulations provide coordinating rules with Section 367(b) of the Code, whereby, if the gain recognition rule of the proposed Treasury Regulations discussed in the preceding paragraph applies to a disposition of PFIC stock that results from a transfer with respect to which Section 367(b) of the Code requires the U.S. Holder to recognize gain or include an amount in income as a deemed dividend deemed paid by Wave-Singapore, the gain realized on the transfer is taxable under the rules described in the preceding paragraph, and the excess, if any, of the amount to be included in income under Section 367(b) of the Code over the gain realized is taxable as provided under Section 367(b) of the Code. See the discussion above under the section entitled “—Effects of Section 367 to U.S. Holders of Wave-Singapore Ordinary Shares.”

It is difficult to predict whether, in what form and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted or how any such final Treasury Regulations would apply. If the

proposed regulations under Section 1291(f) were finalized in the current form, U.S. Holders of Wave-Singapore ordinary shares that have not made a timely and effective QEF Election (or a QEF Election along with a purging election) or a MTM Election (each as defined below) (a “Non-Electing Shareholder”) may be subject to taxation under the PFIC rules in connection with the Scheme of Arrangement with respect to their Wave-Singapore ordinary shares in the manner set forth above.

Any gain recognized by a Non-Electing Shareholder of Wave-Singapore ordinary shares as a result of the Scheme of Arrangement pursuant to PFIC rules would be taxable income to such U.S. Holder, taxed under the PFIC rules in the manner set forth above, with no corresponding receipt of cash.

As noted above, absent a QEF Election (or a QEF Election along with a purging election) or a MTM Election, the completion of the Scheme of Arrangement could be a taxable event for U.S. Holders of Wave-Singapore ordinary shares under the PFIC rules regardless of whether the completion of the Scheme of Arrangement and the U.S. Tax Election, taken together, qualify as a reorganization under Section 368(a)(1)(F) of the Code if Wave-Singapore is considered a PFIC. If the completion of the Scheme of Arrangement and the U.S. Tax Election, taken together, qualify as a reorganization under Section 368(a)(1)(F) of the Code, absent a QEF Election (or a QEF Election along with a purging election) or a MTM Election, a U.S. Holder’s gain, if any, would be taxed under the PFIC rules in the manner set forth above.

ALL U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE EFFECTS OF THE PFIC RULES ON THE REDOMICILIATION, INCLUDING THE IMPACT OF ANY PROPOSED OR FINAL TREASURY REGULATIONS.

QEF Election and Mark-to-Market Election

The impact of the PFIC rules on a U.S. Holder of Wave-Singapore ordinary shares will depend on whether the U.S. Holder has made a timely and effective election to treat Wave-Singapore as a “qualified electing fund” under Section 1295 of the Code for the taxable year that is the first year in the U.S. Holder’s holding period of Wave-Singapore ordinary shares during which Wave-Singapore qualified as a PFIC (a “QEF Election”) or, if in a later taxable year, the U.S. Holder made a QEF Election along with a purging election. A purging election creates a deemed sale of the U.S. Holder’s Wave-Singapore ordinary shares at their then fair market value and requires the U.S. Holder to recognize gain pursuant to the purging election subject to the special PFIC tax and interest charge rules described above. As a result of any such purging election, the U.S. Holder would increase the adjusted tax basis in its Wave-Singapore ordinary shares by the amount of the gain recognized and, solely for purposes of the PFIC rules, would have a new holding period in its Wave-Singapore ordinary shares. U.S. Holders should consult their tax advisors as to the application of the rules governing purging elections to their particular circumstances.

A U.S. Holder that made a timely and effective QEF Election (or a QEF Election along with a purging election) or a MTM Election (an “Electing Shareholder”) generally would not be subject to the adverse PFIC rules discussed above with respect to its Wave-Singapore ordinary shares in connection with the Transaction. As a result, such an Electing Shareholder generally should not recognize gain or loss as a result of the Transaction except to the extent described under “—Effects of Section 367 to U.S. Holders of Wave-Singapore Ordinary Shares” and subject to the discussion above under “—Receipt of Shares of Wave-Delaware Common Stock in a Section 368(a)(1)(F) Reorganization.” If an Electing Shareholder has made a QEF Election, it would instead include annually in gross income its pro rata share of the ordinary earnings and net capital gain of Wave-Singapore, whether or not such amounts are actually distributed.

The impact of the PFIC rules on a U.S. Holder of Wave-Singapore ordinary shares may also depend on whether the U.S. Holder has made a mark-to-market election under Section 1296 of the Code. U.S. Holders who hold (actually or constructively) stock of a foreign corporation that is classified as a PFIC may annually elect to mark such stock to its market value if such stock is “marketable stock,” generally, stock that is regularly traded on a

national securities exchange that is registered with the SEC (a “MTM Election”). No assurance can be given that the Wave-Singapore ordinary shares are considered to be marketable stock for purposes of the MTM Election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such U.S. Holders generally will not be subject to the special taxation rules of Section 1291 of the Code discussed herein with respect to their Wave-Singapore ordinary shares in connection with the Transaction or otherwise. Instead, in general, the U.S. Holder should include as ordinary income each year the excess, if any, of the fair market value of its Wave-Singapore ordinary shares at the end of its taxable year over its adjusted basis in its Wave-Singapore ordinary shares. The U.S. Holder also should recognize an ordinary loss in respect of the excess, if any, of its adjusted basis in its Wave-Singapore ordinary shares over the fair market value of its Wave-Singapore ordinary shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the MTM Election). The U.S. Holder’s basis in its Wave-Singapore ordinary shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of its Wave-Singapore ordinary shares will be treated as ordinary income. However, if the MTM Election is not made by a U.S. Holder with respect to the first taxable year of its holding period for the PFIC stock, then the Section 1291 rules discussed above will apply to certain dispositions of, distributions on and other amounts taxable with respect to Wave-Singapore ordinary shares, including in connection with the Transaction.

THE PFIC RULES ARE COMPLEX AND THEIR APPLICATION IN CONNECTION WITH THE TRANSACTION DEPEND ON VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE, INCLUDING THE APPLICATION OF THE RULES ADDRESSING CIRCUMSTANCES WHERE THE PFIC RULES AND THE SECTION 367(b) RULES OVERLAP AND THE RULES RELATING TO CONTROLLED FOREIGN CORPORATIONS. ALL U.S. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE CONSEQUENCES TO THEM OF THE PFIC RULES, INCLUDING, WITHOUT LIMITATION, WHETHER A QEF ELECTION (OR A QEF ELECTION ALONG WITH A PURGING ELECTION), A MTM ELECTION OR ANY OTHER ELECTION IS AVAILABLE AND WHETHER AND HOW ANY OVERLAP RULES APPLY, AND THE CONSEQUENCES TO THEM OF ANY SUCH ELECTION OR OVERLAP RULE AND THE IMPACT OF ANY PROPOSED OR FINAL TREASURY REGULATIONS APPLICABLE TO PFICS.

Material U.S. Federal Income Tax Considerations to U.S. Holders of Owning and Disposing of Shares of Wave-Delaware Common Stock Received in the Scheme of Arrangement

Dividends and Other Distributions on Shares of Wave-Delaware Common Stock

Any distribution made by Wave-Delaware to a U.S. Holder with respect to shares of Wave-Delaware common stock will generally be includible in the U.S. Holder’s gross income, in the year actually or constructively received, as a dividend to the extent that such distribution is paid out of Wave-Delaware’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of the distribution exceeds Wave-Delaware’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess will be treated first as a tax-free return of the U.S. Holder’s tax basis in the shares of Wave-Delaware common stock, and then, to the extent such excess amount exceeds the U.S. Holder’s tax basis in the shares of Wave-Delaware common stock, as capital gain. Subject to applicable limitations and requirements, dividends received on shares of Wave-Delaware common stock generally should be eligible for the “dividends received deduction” available to corporate stockholders. A dividend paid by Wave-Delaware to certain non-corporate U.S. Holders, including individuals, generally will be subject to taxation at preferential rates if certain holding period requirements are met.

Dispositions of Shares of Wave-Delaware Common Stock

A U.S. Holder will generally recognize taxable gain or loss on any sale, taxable exchange or other taxable disposition of a share of Wave-Delaware common stock equal to the difference between the amount realized for

such share of Wave-Delaware common stock and the U.S. Holder’s adjusted tax basis in such share of Wave-Delaware common stock. Any such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if, on the date of the disposition, the U.S. Holder has a holding period in such share of Wave-Delaware common stock that exceeds one year. Long-term capital gains derived by certain non-corporate U.S. Holders, including individuals, are generally subject to taxation at preferential rates. The deductibility of capital losses is subject to limitations.

Information Reporting and Backup Withholding

Dividend payments with respect to shares of Wave-Delaware common stock and proceeds of a disposition of shares of Wave-Delaware common stock will generally be subject to information reporting to the IRS and may be subject to U.S. backup withholding unless a U.S. Holder furnishes such U.S. Holder’s correct U.S. taxpayer identification number (generally on IRS Form W-9) and complies with other applicable certification requirements, or otherwise establishes an exemption. Backup withholding is not an additional tax. Amounts withheld under the backup withholding rules will be credited against a U.S. Holder’s federal income tax liability, and may entitle a U.S. Holder to a refund, provided that the required information is furnished to the IRS in a timely manner.

Material U.S. Federal Income Tax Considerations of the Scheme of Arrangement to Non-U.S. Holders of Wave-Singapore Ordinary Shares

Assuming that the exchange of Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement and the U.S. Tax Election, taken together, qualify as a reorganization under Section 368(a)(1)(F) of the Code, a Non-U.S. Holder that receives shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement should not recognize any gain or loss with respect to the receipt of such shares of Wave-Delaware common stock for U.S. federal income tax purposes. Such Non-U.S. Holder should, for U.S. federal income tax purposes, have an aggregate adjusted tax basis in the shares of Wave-Delaware common stock received pursuant to the Scheme of Arrangement equal to the aggregate adjusted tax basis of the Wave-Singapore ordinary shares surrendered in exchange therefor by that Non-U.S. Holder pursuant to the Scheme of Arrangement. The holding period for shares of Wave-Delaware common stock received pursuant to the Scheme of Arrangement should include the Non-U.S. Holder’s holding period for the Wave-Singapore ordinary shares surrendered in exchange therefor.

Even if the exchange of Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement and the U.S. Tax Election, taken together, does not qualify as a reorganization under Section 368(a)(1)(F) of the Code as described above, a Non-U.S. Holder generally would not be subject to U.S. federal income tax on any gain recognized pursuant to the exchange except in the situations described in the first two bullet points below under the heading “Material U.S. Federal Income Tax Considerations to Non-U.S. Holders of Owning and Disposing of Shares of Wave-Delaware Common Stock Received in the Scheme of Arrangement—Dispositions of Shares of Wave-Delaware Common Stock.”

Non-U.S. Holders should consult their tax advisors about reporting requirements and information statements that could be applicable with respect to the Transaction and any potential consequences, including penalties, associated with a failure to satisfy such requirements.

Material U.S. Federal Income Tax Considerations to Non-U.S. Holders of Owning and Disposing of Shares of Wave-Delaware Common Stock Received in the Scheme of Arrangement

Dividends and Other Distributions on Shares of Wave-Delaware Common Stock

Any distribution made by Wave-Delaware to a Non-U.S. Holder with respect to shares of Wave-Delaware common stock will generally constitute a dividend for U.S. federal income tax purposes to the extent that such

distribution is paid out of Wave-Delaware’s current or accumulated earnings and profits (as determined under U.S. federal income tax principles). To the extent that the amount of the distribution exceeds Wave-Delaware’s current and accumulated earnings and profits (as determined under U.S. federal income tax principles), such excess will be treated first as a tax-free return of the Non-U.S. Holder’s tax basis in the shares of Wave-Delaware common stock, and then, to the extent such excess amount exceeds the Non-U.S. Holder’s tax basis in the shares of Wave-Delaware common stock, as capital gain.

Subject to the discussion below regarding effectively connected income, dividends paid to a Non-U.S. Holder with respect to such Non-U.S. Holder’s shares of Wave-Delaware common stock generally will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount of the dividends (or a lower rate specified by an applicable income tax treaty, provided that the Non-U.S. Holder furnishes a valid IRS Form W-8BEN or W-8BEN-E (or other applicable documentation) certifying its qualification for the lower treaty rate). A Non-U.S. Holder that does not timely furnish the required documentation, but that qualifies for a reduced treaty rate, may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders should consult their tax advisors regarding their entitlement to benefits under any applicable tax treaty.

If dividends paid to a Non-U.S. Holder are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. Holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. Holder generally will not be subject to the 30% U.S. federal withholding tax described in the previous paragraph provided that the Non-U.S. Holder furnishes a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States. Any such effectively connected dividends will instead be subject to U.S. federal income tax on a net income basis at the regular rates applicable to United States persons. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Dispositions of Shares of Wave-Delaware Common Stock

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain realized upon the sale, taxable exchange or other taxable disposition of shares of Wave-Delaware common stock, unless:

•

the gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, such gain is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States);

•

the Non-U.S. Holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the disposition and certain other requirements are met; or

•

the shares of Wave-Delaware common stock constitute a U.S. real property interest (“USRPI”) by reason of Wave-Delaware being, or having been, a U.S. real property holding corporation (“USRPHC”) for U.S. federal income tax purposes at any applicable time within the shorter of the five-year period preceding the Non-U.S. Holder’s disposition of the shares of Wave-Delaware common stock or the Non-U.S. Holder’s holding period for the shares of Wave-Delaware common stock.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular rates applicable to United States persons. A Non-U.S. Holder that is a corporation may also be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

A Non-U.S. Holder described in the second bullet point above generally will be subject to U.S. federal income tax at a rate of 30% (or a lower rate specified by an applicable income tax treaty) on gain realized upon the sale,

taxable exchange or other taxable disposition of shares of Wave-Delaware common stock, which may be offset by certain U.S. source capital losses of the Non-U.S. Holder, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

With respect to the third bullet point above, we currently do not anticipate Wave-Delaware being or becoming a USRPHC. However, because the determination at any time of whether Wave-Delaware is a USRPHC will depend on the fair market value of its USRPIs relative to the fair market value of its non-U.S. real property interests and other trade or business assets, there can be no assurance that Wave-Delaware will not be or become a USRPHC in the future. Even if Wave-Delaware were to be or become a USRPHC, gain arising from the sale or other taxable disposition by a Non-U.S. Holder of shares of Wave-Delaware common stock will not be subject to U.S. federal income tax if shares of Wave-Delaware common stock are “regularly traded,” as defined by applicable Treasury Regulations, on an established securities market, and such Non-U.S. Holder did not own, actually or constructively, more than five percent (5%) of the shares of Wave-Delaware common stock at any time during the shorter of the five-year period ending on the date of the sale or other taxable disposition of the shares of Wave-Delaware common stock or the Non-U.S. Holder’s holding period for the shares of Wave-Delaware common stock.

Non-U.S. Holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends on shares of Wave-Delaware common stock will not be subject to backup withholding, provided that the Non-U.S. Holder certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information reporting will apply in connection with any distributions on shares of Wave-Delaware common stock paid to the Non-U.S. Holder, regardless of whether such distributions constitute dividends or whether any tax was actually withheld.

Proceeds of a sale or other taxable disposition of shares of Wave-Delaware common stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above or the Non-U.S. Holder otherwise establishes an exemption. Proceeds of a disposition of shares of Wave-Delaware common stock conducted through a non-U.S. office of a non-U.S. broker that does not have certain enumerated relationships with the United States generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. Holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS.

Additional Withholding Tax on Payments Made to Foreign Accounts

Withholding taxes may be imposed under Sections 1471 through 1474 of the Code (commonly referred to as the “Foreign Account Tax Compliance Act” or “FATCA”) on certain types of payments made to non-U.S. financial institutions and certain other non-U.S. entities. Specifically, a 30% withholding tax may be imposed on dividends on, and, subject to the proposed U.S. Treasury Regulations discussed below, gross proceeds from the sale or other disposition of, shares of Wave-Delaware common stock paid to a “foreign financial institution” or a “non-financial foreign entity” (each as defined in the Code), unless (1) the foreign financial institution undertakes certain diligence and reporting obligations, (2) the non-financial foreign entity either certifies it does not have

any “substantial United States owners” (as defined in the Code) or furnishes identifying information regarding each substantial United States owner or (3) the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from these rules. If the payee is a foreign financial institution and is subject to the diligence and reporting requirements in (1) above, it must enter into an agreement with the U.S. Department of the Treasury requiring, among other things, that it undertakes to identify accounts held by certain “specified United States persons” or “United States-owned foreign entities” (each as defined in the Code), annually report certain information about such accounts and withhold 30% on certain payments to non-compliant foreign financial institutions and certain other account holders. Foreign financial institutions located in jurisdictions that have an intergovernmental agreement with the United States relating to FATCA may be subject to different rules.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA currently applies to payments of dividends on shares of Wave-Delaware common stock. While withholding under FATCA would have applied also to payments of gross proceeds from the sale or other disposition of shares of Wave-Delaware common stock on or after January 1, 2019, proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued.

Prospective investors should consult their tax advisors regarding the potential application of withholding under FATCA to their investment in shares of Wave-Delaware common stock.

THE U.S. FEDERAL INCOME TAX CONSIDERATIONS SUMMARIZED ABOVE ARE FOR GENERAL INFORMATION ONLY. EACH SHAREHOLDER SHOULD CONSULT THEIR TAX ADVISOR AS TO THE PARTICULAR CONSEQUENCES THAT MAY APPLY TO SUCH SHAREHOLDER.

Singapore Tax Considerations to Holders of Wave-Singapore Ordinary Shares

Material Singapore Tax Considerations of the Scheme of Arrangement to Existing Holders of Wave-Singapore Ordinary Shares

Pursuant to Section 10L of the ITA, gains received or deemed to be received in Singapore by an entity of a relevant group from the sale or disposal of any movable or immovable property outside Singapore (which could include Wave-Singapore ordinary shares registered in a register outside Singapore) will be treated as income chargeable to Singapore income tax, subject to certain exclusions.

In addition, holders of Wave-Singapore ordinary shares who apply, or who are required to apply, FRS 39, FRS 109 or SFRS(I) 9 for the purposes of Singapore income tax may be required to recognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39, FRS 109 or SFRS(I) 9 (as the case may be) (as modified by the applicable provisions of Singapore income tax law).

Singapore has implemented a Domestic Top-up Tax and the Income Inclusion Rule pursuant to the MMT Act and its subsidiary legislation, which impose a minimum ETR of 15% on a defined tax base from FYs starting on or after 1 January 2025. Where holders of Wave-Singapore ordinary shares who are constituent entities of in-scope MNE groups recognize gains or losses in their financial statements (in accordance with the relevant accounting standards) as a result of the Transaction, they could be subject to top-up tax under the MMT Act. Holders should consult their own professional tax advisors regarding the potential Singapore tax consequences under the MMT Act.

Dividends on Shares of Common Stock of Wave-Delaware

Foreign-sourced income is only taxable in Singapore when such income is received or deemed to be received in Singapore. As Wave-Delaware is not tax resident in Singapore for Singapore tax purposes, dividends paid on shares of common stock of Wave-Delaware should generally be considered as sourced outside Singapore (unless such shares are held as part of a trade or business carried out in Singapore in which event the holders of such shares may be taxed on the dividends as they are derived).

Foreign-sourced dividends received or deemed received in Singapore by an individual not resident in Singapore would be exempt from Singapore income tax. This exemption will also apply in the case of a Singapore tax resident individual who receives such foreign-sourced dividends in Singapore (except where such income is received through a partnership in Singapore).

Foreign-sourced dividends received or deemed received by corporate investors in Singapore would be liable to Singapore tax. However, if the conditions for the exemption of Specified Foreign Income (defined below) are met, foreign-sourced dividends received by corporate investors resident in Singapore would be exempt from Singapore tax.

Foreign-sourced income in the form of dividends, branch profits and service income (“Specified Foreign Income”) received or deemed to be received in Singapore by Singapore tax resident companies are exempt from tax if certain prescribed conditions are met, including the following:

such income is subject to tax of a similar character to income tax under the law of the jurisdiction from which such income is received; and

at the time the income is received in Singapore, the highest rate of tax of a similar character to income tax (by whatever name called) levied under the law of the territory from which the income is received on any gains or profits from any trade or business carried on by any company in that territory at that time is not less than 15%.

In the case of dividends paid by a company resident in a territory from which the dividends are received, the “subject to tax condition” in (i) above is considered met where tax is paid in that territory by such company in respect of its income out of which such dividends are paid or tax is paid on such dividends in that territory from which such dividends are received.

Certain concessions and clarifications have also been announced by the Inland Revenue Authority of Singapore with respect to such conditions.

Gains on Disposal of Common Stock of Wave-Delaware

Singapore does not impose tax on capital gains. There are no specific laws or regulations which deal with the characterization of whether a gain is income or capital in nature. Any gains considered to be in the nature of capital made from the sale of common stock of Wave-Delaware will not be taxable in Singapore. However, any gains derived by any person from the sale of common stock of Wave-Delaware which are gains from any trade, business, profession or vocation carried on by that person, if accruing in or derived from Singapore, may be taxable as such gains are considered income in nature.

In addition, stockholders who apply, or who are required to apply, FRS 39, FRS 109 or SFRS(I) 9 for the purposes of Singapore income tax may be required to recognize gains or losses (not being gains or losses in the nature of capital) in accordance with the provisions of FRS 39, FRS 109 or SFRS(I) 9 (as the case may be) (as modified by the applicable provisions of Singapore income tax law) even though no sale or disposal of common stock of Wave- Delaware is made. Holders of common stock of Wave-Delaware who may be subject to such tax treatment should consult their own accounting and tax advisors regarding the Singapore income tax consequences of their acquisition, holding and disposal of common stock of Wave-Delaware.

Pursuant to Section 10L of the ITA, gains received or deemed to be received in Singapore by an entity of a relevant group from the sale or disposal of any movable or immovable property outside Singapore (which could include common stock of Wave-Delaware) will be treated as income chargeable to Singapore income tax, subject to certain exclusions. Stockholders who may be subject to the tax treatment under Section 10L of the ITA should consult their own professional tax advisors regarding the Singapore income tax consequences of their sale or disposal of the shares.

THE STATEMENTS MADE HEREIN REGARDING TAXATION ARE GENERAL IN NATURE AND BASED ON CERTAIN ASPECTS OF THE TAX LAWS OF SINGAPORE AND ADMINISTRATIVE GUIDELINES ISSUED BY THE RELEVANT AUTHORITIES IN FORCE AS OF THE DATE OF THIS DOCUMENT AND ARE SUBJECT TO ANY CHANGES IN SUCH LAWS OR ADMINISTRATIVE GUIDELINES, OR IN THE INTERPRETATION OF THESE LAWS OR GUIDELINES, OCCURRING AFTER SUCH DATE, WHICH CHANGES COULD BE MADE ON A RETROSPECTIVE BASIS. THESE LAWS AND GUIDELINES ARE ALSO SUBJECT TO VARIOUS INTERPRETATIONS AND THE RELEVANT TAX AUTHORITIES OR THE COURTS COULD LATER DISAGREE WITH THE EXPLANATIONS OR CONCLUSIONS SET OUT BELOW. THE STATEMENTS BELOW ARE NOT TO BE REGARDED AS ADVICE ON THE TAX POSITION OF ANY HOLDER OF WAVE-SINGAPORE ORDINARY SHARES OR OF ANY PERSON ACQUIRING, SELLING OR OTHERWISE DEALING WITH WAVE-SINGAPORE ORDINARY SHARES OR SHARES OF COMMON STOCK OF WAVE-DELAWARE OR ON ANY TAX IMPLICATIONS ARISING FROM THE EXCHANGE OF WAVE-SINGAPORE ORDINARY SHARES FOR SHARES OF COMMON STOCK OF WAVE-DELAWARE. THE STATEMENTS MADE HEREIN DO NOT PURPORT TO BE A COMPREHENSIVE OR EXHAUSTIVE DESCRIPTION OF ALL OF THE TAX CONSIDERATIONS THAT MAY BE RELEVANT TO A DECISION TO PURCHASE, OWN OR DISPOSE OF WAVE-SINGAPORE ORDINARY SHARES OR TO EXCHANGE WAVE-SINGAPORE ORDINARY SHARES FOR SHARES OF COMMON STOCK OF WAVE-DELAWARE AND DO NOT PURPORT TO DEAL WITH THE TAX CONSEQUENCES APPLICABLE TO ALL CATEGORIES OF SHAREHOLDERS SOME OF WHICH (SUCH AS DEALERS IN SECURITIES) MAY BE SUBJECT TO SPECIAL RULES. HOLDERS OF WAVE-SINGAPORE ORDINARY SHARES ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS AS TO THE SINGAPORE OR OTHER TAX CONSEQUENCES OF THE SCHEME ARRANGEMENT, OWNERSHIP OR DISPOSAL OF WAVE-SINGAPORE ORDINARY SHARES AND THE EXCHANGE OF WAVE-SINGAPORE ORDINARY SHARES FOR SHARES OF COMMON STOCK OF WAVE-DELAWARE. THE STATEMENTS BELOW ARE BASED ON THE ASSUMPTION THAT WAVE-DELAWARE IS NOT TAX RESIDENT IN SINGAPORE FOR SINGAPORE INCOME TAX PURPOSES. IT IS EMPHASIZED THAT NONE OF WAVE-SINGAPORE, WAVE-DELAWARE, AND ANY OTHER PERSONS INVOLVED IN THE PREPARATION OF THIS DOCUMENT ACCEPTS RESPONSIBILITY FOR ANY TAX EFFECTS OR LIABILITIES RESULTING FROM THE PURCHASE, HOLDING OR DISPOSAL OF WAVE-SINGAPORE ORDINARY SHARES OR FROM THE EXCHANGE OF WAVE-SINGAPORE ORDINARY SHARES FOR SHARES OF COMMON STOCK OF WAVE-DELAWARE.

United Kingdom Tax Considerations to Holders of Wave-Singapore Ordinary Shares

The following statements are of a general nature and do not purport to be a complete analysis of all potential UK tax consequences of holding or disposing of the Wave-Singapore ordinary shares or acquiring the Wave-Delaware common stock. They are based on current UK tax law and on the current published practice of HM Revenue and Customs (“HMRC”) (which may not be binding on HMRC), as of the date of this proxy statement, all of which are subject to change, possibly with retrospective effect. They are intended to address certain UK tax consequences for those who hold Wave-Singapore ordinary shares and will hold Wave-Delaware common stock, where such holders are tax resident in (and only in) the United Kingdom (or, in the case of corporate holders, who are not residents but carry on business in the UK through a permanent establishment with which their investment in us is connected), and in the case of individuals, who are the absolute beneficial owners of the ordinary shares and any dividends paid on them and who hold the ordinary shares as investments (other than in an individual savings account or a self-invested personal pension) (the “U.K. Holders”). They do not address the UK tax consequences which may be relevant to certain classes of shareholders such as traders, brokers, dealers,

banks, financial institutions, insurance companies, investment companies, collective investment schemes, tax-exempt organizations, trustees, persons connected with us or our group, persons holding their ordinary shares as part of hedging or conversion transactions, persons who have (or are deemed to have) acquired their ordinary shares by virtue of an office or employment, and holders of ordinary shares who are or have been officers or employees of a company forming part of our group. The statements do not apply to U.K. Holder who either directly or indirectly hold or control 10% or more of the share capital (or class thereof), voting power or profits of Wave-Singapore.

For U.K. Holders, the exchange of Wave-Singapore ordinary shares for shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement should qualify as a ‘share for share’ exchange within the meaning of Section 135 of Taxation of Chargeable Gains Act 1992 (“TCGA 1992”), provided that relevant conditions are met. In this case, U.K. Holders should not be treated as making a disposal of all or part of their shareholding of Wave-Singapore ordinary shares and no liability to UK CGT or corporation tax on chargeable gains should arise as a result of the exchange. Instead, the shares of Wave-Delaware common stock received pursuant to the Scheme of Arrangement should, for the purposes of UK CGT and UK corporation tax on chargeable gains, be treated as the same asset and as having been acquired at the same time as the Wave-Singapore ordinary shares for which they were exchanged.

A U.K. Holder should only be eligible for the above treatment provided that the exchange does not form part of a scheme or arrangement of which the main purpose, or one of the main purposes, is avoidance of liability to UK corporation tax or UK CGT (the “Section 137 Condition”). If the Section 137 Condition is not satisfied, the relief under Section 135 of TCGA 1992 will not apply. In those circumstances, U.K. Holders may be treated as having disposed of their Wave-Singapore ordinary shares in consideration for the receipt of shares of Wave-Delaware common stock pursuant to the Scheme of Arrangement, which may, depending on the individual circumstances of the U.K. Holders, give rise to a chargeable gain or an allowable loss for UK CGT or corporation tax purposes.

The statements summarise the current position and are intended as a general guide only. U.K. Holders who are in any doubt as to their tax position or who may be subject to tax in a jurisdiction other than the United Kingdom are strongly recommended to consult their own professional tax advisors.

DESCRIPTION OF WAVE-DELAWARE CAPITAL STOCK

The following description of Wave-Delaware’s capital stock is a summary. This summary is subject to the General Corporation Law of the State of Delaware (the “DGCL”) and the complete text of Wave-Delaware’s amended and restated certificate of incorporation and amended and restated bylaws to be in place at the closing of the Transaction which will be substantially in the forms attached as Annex C and Annex D, respectively, to this proxy statement. We encourage you to read that law and the amended and restated certificate of incorporation and the amended and restated bylaws of Wave-Delaware carefully.

There are differences between Wave-Singapore’s constitution and the Wave-Delaware amended and restated certificate of incorporation and amended and restated bylaws as they are expected to be in effect after the Transaction, especially relating to changes (i) that are required by Delaware law (i.e., certain provisions of the Wave-Singapore constitution were not replicated in the amended and restated certificate of incorporation and the amended and restated bylaws of Wave-Delaware because the DGCL would not permit such replication, and certain provisions were included in the amended and restated certificate of incorporation and the amended and restated bylaws of Wave-Delaware although they were not in the Wave-Singapore constitution because the DGCL requires such provisions to be included in the certificate of incorporation and bylaws of a Delaware corporation or to provide for related provisions customarily provided in respect of publicly-traded Delaware corporations), or (ii) that are necessary in order to preserve the current rights of shareholders and powers of the board of directors of Wave following the Transaction. See “Comparison of Rights of Singapore Shareholders and Delaware Stockholders.”

General

The Wave-Delaware amended and restated certificate of incorporation will authorize 500,000,000 shares of common stock, $0.001 par value per share, and 30,000,000 shares of preferred stock, $0.001 par value per share.

Common Stock

Voting Rights

Each holder of Wave-Delaware common stock will be entitled to one vote for each share on all matters submitted to a vote of the Wave-Delaware stockholders, including the election of directors. Wave-Delaware stockholders will not have cumulative voting rights in the election of directors. As a result, subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, at a duly called or convened meeting of stockholders at which a quorum is present, a plurality of the votes cast will be able to elect all of the directors then standing for election.

Dividends

Subject to the rights of the holders of any class or series of preferred stock as may be set forth in the certificate of designations for such class or series of preferred stock, holders of Wave-Delaware common stock will be entitled to receive dividends, if any, as may be declared from time to time by the Wave-Delaware board of directors out of legally available funds. Dividends may be paid in cash, in property or in shares of Wave-Delaware’s capital stock. Declaration and payment of any dividend will be subject to the discretion of the Wave-Delaware board of directors. The time and amount of dividends will be dependent upon our results of operations, financial condition, contractual restrictions and capital requirements, the provisions of Delaware law affecting the payment of distributions to stockholders and any other factors the Wave-Delaware board of directors may consider relevant.

Liquidation

In the event of Wave-Delaware’s liquidation, dissolution or winding up, holders of Wave-Delaware common stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the

payment of all of Wave-Delaware’s debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then outstanding shares of preferred stock.

Rights and Preferences

Holders of Wave-Delaware common stock will have no preemptive, conversion, subscription or other rights, and there are no redemption or sinking fund provisions applicable to Wave-Delaware’s common stock. The rights, preferences and privileges of the holders of Wave-Delaware common stock are subject to and may be adversely affected by the rights of the holders of shares of any series of Wave-Delaware preferred stock, including any series of preferred stock that Wave-Delaware may designate in the future.

Fully Paid and Non-Assessable

All outstanding shares of common stock of Wave-Delaware are, and the shares of common stock to be issued upon the completion of this Transaction will be, fully paid and non-assessable.

Preferred Stock

The Wave-Delaware amended and restated certificate of incorporation will authorize the board of directors of Wave-Delaware to issue preferred stock in one or more series and to determine the preferences, limitations and relative rights of any shares of preferred stock that it shall choose to issue, without vote or action by the stockholders.

Pre-Funded Warrants

As of April 7, 2026, Wave-Singapore has Pre-Funded Warrants outstanding to purchase up to 11,600,257 ordinary shares of Wave-Singapore. In connection with the Scheme of Arrangement, we expect that the Pre-Funded Warrants will be assigned to and the obligations thereunder assumed by Wave-Delaware and following the effective time of the Transaction, the Pre-Funded Warrants will be exercisable for shares of common stock of Wave-Delaware in lieu of ordinary shares of Wave-Singapore. The Pre-Funded Warrants are otherwise expected to remain outstanding in accordance with their existing terms.

The Pre-Funded Warrants are exercisable at any time after their original issuance and on or prior to 5:00 p.m. (New York City time) on the five-year anniversary of the original issuance dates, which were June 16, 2022, September 27, 2024, and December 11, 2025, respectively. Following completion of the Transaction and the assumption of the Pre-Funded Warrants by Wave-Delaware, it is expected that the Pre-Funded Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to Wave-Delaware a duly executed exercise notice and by payment in full of the exercise price in immediately available funds for the number of share(s) of Wave-Delaware common stock purchased upon such exercise. As an alternative to payment in immediately available funds, the holder may elect to exercise the Pre-Funded Warrant through a cashless exercise, in which the holder would receive upon such exercise the net number of shares of Wave-Delaware common stock determined according to the formula set forth in the Pre-Funded Warrant. No fractional shares of Wave-Delaware common stock will be issued in connection with the exercise of a Pre-Funded Warrant following the completion of the Transaction.

Exercise Limitations

Following their assumption by and assignment to Wave-Delaware in connection with the Transaction under the Pre-Funded Warrants, unless and until the Stockholder Approval (as defined below) is obtained, we may not effect the exercise of any Pre-Funded Warrants, and a holder will not be entitled to exercise any portion of any Pre-Funded Warrants, which, upon giving effect to such exercise, would cause (i) the aggregate number of our ordinary shares beneficially owned by the holder (together with its affiliates) to exceed, depending on the terms

of the applicable Pre-Funded Warrants and in certain cases at the election of the holder, either 4.99%, 9.99% or 19.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, or (ii) the combined voting power of our securities beneficially owned by the holder (together with its affiliates) to exceed, depending on the terms of the applicable Pre-Funded Warrants and in certain cases at the election of the holder, either 4.99%, 9.99% or 19.99% of the combined voting power of all of our securities then outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. However, any holder may increase or decrease such percentage to any other percentage not exceeding 19.99%, in the case of an increase, upon 61 days’ prior notice from the holder to us.

Following their assumption by and assignment to Wave-Delaware in connection with the Transaction, upon the written request of the holder delivered to us, we will be required to use commercially reasonable efforts to obtain stockholder approval (the “Stockholder Approval”), at our next regularly scheduled annual meeting of stockholders, for the issuance of the pre-funded warrant shares upon the exercise of all or any portion of the Pre-Funded Warrants such that such issuance of pre-funded warrant shares will comply with the Listing Rules of the Nasdaq Stock Market, including, without limitation, Listing Rule 5635, and applicable law. In the event that the holder requests the Stockholder Approval, we will be required to use commercially reasonable efforts to obtain Stockholder Approval at our next regularly scheduled annual meeting, and if Stockholder Approval is not obtained at such meeting for any reason, then the holder may again request Stockholder Approval each year pursuant to and subject to the terms of the Pre-Funded Warrants, at each of our subsequent regularly scheduled annual meetings that occur prior to the termination date of the Pre-Funded Warrants. We will not be obligated to seek the Stockholder Approval at any stockholder meeting other than our regularly scheduled annual stockholder meeting and such written request of the holder must be received by us at least 90 days in advance of such annual meeting.

Exercise Price

After the Pre-Funded Warrants are assumed by Wave-Delaware, we expect that the exercise price per whole stock of our common stocks purchasable upon the exercise of the Pre-Funded Warrants will be $0.0001 per share of common, as adjusted from time to time. The exercise price of the Pre-Funded Warrants and the number of our shares of common issuable upon exercise of the Pre-Funded Warrants will be subject to appropriate adjustment in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting our common shares.

Transferability

After the Pre-Funded Warrants are assigned to and assumed by Wave-Delaware, subject to applicable laws, the Pre-Funded Warrants may be offered for sale, sold, transferred or assigned without our consent.

Exchange Listing

Following assignment to and assumption by Wave-Delaware of the Pre-Funded Warrants, we do not plan on applying to list the Pre-Funded Warrants on the Nasdaq, any other national securities exchange or any other nationally recognized trading system.

Fundamental Transactions

After the Pre-Funded Warrants are assumed by Wave-Delaware, in the event of a fundamental transaction, as described in the Pre-Funded Warrants and generally including any reorganization, recapitalization or reclassification of our shares of common stock, the sale, transfer or other disposition of all or substantially all of our properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common stock, or any person or group becoming the beneficial owner of 50% of the

voting power (represented by our outstanding common stock), upon consummation of such a fundamental transaction, we expect that the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants.

No Rights as a Stockholder

After the Pre-Funded Warrants are assigned to and assumed by Wave-Delaware, except by virtue of such holder’s ownership of our common stock, the holder of a Pre-Funded Warrant will not have the rights or privileges of a holder of our common stock, including any voting rights, until the holder exercises the Pre-Funded Warrant. In the event of certain distributions, including cash dividends, if any, to all holders of our common stock for no consideration, following their assumption by Wave-Delaware, we expect that the holder of a Pre-Funded Warrant will be entitled to participate in such distributions to the same extent as if a holder of our common stock, subject to not exceeding the ownership limitations described above under “—Exercise Limitations,” in which case such distribution would be held in abeyance for the benefit of such holder until the earlier of such time as the ownership limitations would not be exceeded or the Pre-Funded Warrant is exercised.

Annual Stockholder Meetings

The Wave-Delaware amended and restated certificate of incorporation and amended and restated bylaws will provide that annual stockholder meetings will be held at a date, place (if any) and hour, as exclusively selected by the Wave-Delaware board of directors. To the extent permitted under applicable law, Wave-Delaware may but is not obligated to conduct meetings by remote communications, including by webcast.

Anti-Takeover Effects of Provisions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of Wave-Delaware and Delaware Law

The DGCL contains and Wave-Delaware’s Governing Documents will contain provisions that may delay, defer, or discourage another party from acquiring control of Wave-Delaware. We expect that these provisions, which are summarized below, will discourage coercive takeover practices or inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of Wave-Delaware to first negotiate with the Wave-Delaware board of directors, which we believe may result in an improvement of the terms of any such acquisition in favor of Wave-Delaware stockholders. However, they will also give the Wave-Delaware board of directors the power to discourage acquisitions that some stockholders may favor. These provisions will replace and substitute applicable Singapore law and it cannot be predicted whether they will make an acquisition more or less likely compared to those provisions.

Delaware Anti-Takeover Statute

Wave-Delaware will be subject to Section 203 of the DGCL, which prohibits persons deemed “interested stockholders” from engaging in a “business combination” with a publicly-held Delaware corporation for three (3) years following the date these persons become interested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three (3) years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock and a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions not approved in advance by the Wave-Delaware board of directors, such as discouraging takeover attempts that might result in a premium over the market price of Wave-Delaware’s common stock.

Undesignated Preferred Stock

The ability to authorize undesignated preferred stock will make it possible for the Wave-Delaware board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control of Wave-Delaware. These and other provisions may have the effect of deterring hostile takeovers or delaying changes in control or management of Wave-Delaware.

Stockholder Action and Special Stockholder Meetings

Wave-Delaware’s amended and restated certificate of incorporation will provide that, except as otherwise provided in the amended and restated certificate of incorporation or in the applicable certificate of designation related to any series of preferred stock, any action required or permitted to be taken by its stockholders must be effected at a duly called annual or special meeting of its stockholders and may not be effected by any consent in writing by its stockholders. Wave-Delaware’s amended and restated certificate of incorporation will further provide, subject to the special rights of the holders of one or more outstanding series of preferred stock, that special meetings of its stockholders may be called only by or at the direction of the Wave-Delaware board, the Chairperson of the Wave-Delaware board or Wave-Delaware’s Chief Executive Officer or President, thus prohibiting a stockholder (in his, her or its capacity as a stockholder) from calling a special meeting. These provisions might delay the ability of Wave-Delaware stockholders to force consideration of a proposal or for stockholders to take any action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Wave-Delaware’s amended and restated bylaws will provide advance notice procedures for stockholders seeking to bring business before Wave-Delaware’s annual meeting of stockholders or to nominate candidates for election as directors at Wave-Delaware’s annual meeting of stockholders. Wave-Delaware’s amended and restated bylaws will also specify certain requirements regarding the form and content of a stockholder’s notice. These provisions might preclude Wave-Delaware stockholders from bringing matters before the annual meeting of stockholders or from making nominations for directors at the annual meeting of stockholders if the proper procedures are not followed. We expect that these provisions might also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of Wave-Delaware.

Supermajority Requirements for Certain Amendments of Wave-Delaware’s Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws

Certain amendments to Wave-Delaware’s amended and restated certificate of incorporation will require the approval of 66-2/3% of the voting power of all then-outstanding shares of Wave-Delaware entitled to vote thereon, voting together as a single class.

Composition of the Board of Directors; Election and Removal of Directors; Filling Vacancies

The Wave-Delaware board will determine from time to time by resolution the total number of directors that will constitute the whole board of directors. Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, in any election of directors at a duly called or convened meeting of stockholders at which a quorum is present, a director nominee for the Wave-Delaware board will be elected by the affirmative vote of a plurality of the votes cast with respect to such director. An incumbent director who is nominated for an election and fails to receive a plurality of the votes present and voting for such director’s re-election would be expected to tender their resignation to Wave-Delaware. The directors of Wave-Delaware are elected and shall hold office until the next annual election and until their respective successors are duly elected and qualified.

The amended and restated certificate of incorporation of Wave-Delaware will provide that, subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, the directors of Wave-

Delaware may be removed with or without cause by the affirmative vote of the holders of a majority of the voting power of all then-outstanding voting stock entitled to vote at an election of directors. Furthermore, subject to (i) the special rights of the holders of one or more outstanding series of preferred stock to elect directors and (ii) the rights of Wave-Delaware stockholders to fill a vacancy created by the removal of a director at a meeting of stockholders held for that purpose, a majority of the Wave-Delaware board will have the exclusive right to appoint a director to fill a vacancy created by the expansion of the Wave-Delaware board or the resignation, death or removal of a director. This system of electing and removing directors and filling vacancies may tend to discourage a third party from making a tender offer or otherwise attempting to obtain control of Wave-Delaware, because it generally makes it more difficult for stockholders to replace a majority of the directors.

Choice of Forum

The Wave-Delaware amended and restated certificate of incorporation will provide that, unless Wave-Delaware consents in writing to the selection of an alternative forum, (i) the Court of Chancery of the State of Delaware will be the exclusive forum for: any derivative action, suit or proceeding brought on Wave-Delaware’s behalf; any action, suit or proceeding asserting a claim of a breach of fiduciary duty; any action, suit or proceeding asserting a claim against Wave-Delaware arising pursuant to the DGCL or the amended and restated certificate of incorporation and the amended and restated bylaws of Wave-Delaware or any action, suit or proceeding asserting a claim against Wave-Delaware that is governed by the internal affairs doctrine, and (ii) the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, including all causes of action asserted against any defendant to such complaint.

Any person or entity purchasing or otherwise acquiring or holding or owning (or continuing to hold or own) any interest in any of our securities shall be deemed to have notice of and consented to the foregoing provisions. Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law and federal securities laws in the types of lawsuits to which each applies, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum of its choosing for disputes with us or our current or former directors, officers, stockholders or other employees, which may discourage such lawsuits against us or our current and former directors, officers, stockholders and other employees. In addition, our stockholders may incur additional costs as a result of these exclusive forum provisions. Our stockholders will not be deemed to have waived compliance with the federal securities laws and the rules and regulations thereunder as a result of our exclusive forum provisions.

Although the Wave-Delaware certificate of incorporation will contain the choice of forum provision described above, it is possible that a court could find that such a provision is inapplicable for a particular claim or action or that such provision is unenforceable. If a court were to find the exclusive forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur significant additional costs associated with resolving such dispute, as well as resolving such action in other jurisdictions, all of which may adversely affect our business, financial condition, and results of operations.

Limitations of Liability and Indemnification Matters

Wave-Delaware’s amended and restated certificate of incorporation will provide that Wave-Delaware shall have the power to provide rights to indemnification and advancement of expenses to, among others, its current and former directors and officers. The DGCL provides that the certificate of incorporation may not eliminate or limit the liability of:

•

a director or officer for any breach of the director or officer’s duty of loyalty to Wave-Delaware or its stockholders;

•

a director or officer for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

•

a director pursuant to Section 174 of the DGCL;

•

a director or officer for any transaction from which the director or officer derived an improper personal benefit; or

•

an officer in any action by or in the right of Wave-Delaware.

Wave-Delaware’s amended and restated bylaws will provide that Wave-Delaware must indemnify its directors and officers to the fullest extent permitted by law. Wave-Delaware will also be required to advance certain expenses (including attorneys’ fees) to its directors and officers and is expressly authorized to carry directors’ and officers’ insurance providing indemnification for its directors and officers for some liabilities. Wave-Singapore has entered into agreements to indemnify the Wave-Singapore directors and executive officers and Wave-Delaware expects to enter into agreements to indemnify the Wave-Delaware directors and executive officers as determined by the Wave-Delaware board. With specified exceptions, these agreements provide for indemnification for related expenses, including, among other things, attorneys’ fees, judgments, fines and settlement amounts actually and reasonably incurred by any of these individuals in any action or proceeding to the fullest extent permitted by applicable law. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers. Wave-Delaware will also maintain directors’ and officers’ liability insurance.

The limitation of liability and indemnification provisions in the Wave-Delaware amended and restated certificate of incorporation and amended and restated bylaws may discourage stockholders from bringing a lawsuit against Wave-Delaware directors and officers for any breach of fiduciary duty. They may also reduce the likelihood of derivative litigation against Wave-Delaware directors and officers, even though an action, if successful, might benefit Wave-Delaware and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent that Wave-Delaware pays the costs of settlement and damages.

Uncertificated Shares

Holders of shares of capital stock of Wave-Delaware will not have the right to require Wave-Delaware to issue certificates for their shares. While Wave-Delaware may in the future issue certificated shares, our current expectation is that Wave-Delaware will only issue uncertificated shares going forward.

Stock Exchange Listing

We intend to make application so that, upon the consummation of the Transaction, Wave-Delaware shares of common stock (for which there is currently no established public trading market) will be listed on Nasdaq under the symbol “WVE,” the same symbol under which your Wave-Singapore ordinary shares are currently listed.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be Computershare Trust Company, N.A. The transfer agent and registrar’s address is 150 Royall Street, Canton, Massachusetts 02021.

Registration Rights Agreements

Registration Rights under Wave-Singapore’s Share Purchase Agreement with Pfizer

In connection with the Scheme of Arrangement, we expect that the Share Purchase Agreement (the “Pfizer Share Purchase Agreement”), dated as of May 5, 2016, by and between Wave-Singapore and an affiliate of Pfizer Inc. (the “Pfizer Affiliate”), providing the Pfizer Affiliate with certain registration rights relating to the Wave-Singapore ordinary shares purchased by the Pfizer Affiliate pursuant to the Pfizer Share Purchase Agreement will be assigned to and assumed by Wave-Delaware such that the existing rights and restrictions in

the Pfizer Share Purchase Agreement will apply in respect of the Pfizer Affiliate’s holdings of Wave-Delaware common stock received in the Transaction in exchange for its Wave-Singapore ordinary shares.

After giving effect to the Transaction and following its assumption by Wave-Delaware, under the terms of the Pfizer Share Purchase Agreement, pursuant to which the Pfizer Affiliate purchased 1,875,000 Wave-Singapore ordinary shares (the “Pfizer Shares”), subject to certain conditions and limitations, Wave-Delaware will provide certain demand registration rights to the Pfizer Affiliate in order to register all or a portion of the Pfizer Shares (which, following the effective time of the Transaction, will be shares of Wave-Delaware common stock) purchased by the Pfizer Affiliate. The Pfizer Share Purchase Agreement also provides the Pfizer Affiliate with certain “piggyback” registration rights for a certain period of time, subject to certain conditions and limitations, such that following the assumption of the Pfizer Share Purchaser Agreement by Wave-Delaware, when Wave-Delaware proposes to register its shares of common stock for account, the Pfizer Affiliate will have the right to include some or all of the Pfizer Shares in such registration. The Pfizer Share Purchase Agreement also contains other customary terms and conditions of the parties with respect to the registration of the Pfizer Shares.

Registration Rights under Wave-Singapore’s Share Purchase Agreement and Investor Agreement with GSK

In connection with the Scheme of Arrangement, we expect that the Share Purchase Agreement (“GSK Share Purchase Agreement”), dated as of December 13, 2022, by and between Wave-Singapore and Glaxo Group Limited (“GGL”), an affiliate of GlaxoSmithKline Intellectual Property (No. 3) (“GSK”) and the related Investor Agreement (the “GSK Investor Agreement” and together with the GSK SPA, the “GSK Agreements”), dated as of January 26, 2023, by and between Wave-Singapore and GGL providing GGL with certain registration rights relating to the Wave-Singapore ordinary shares purchased by GGL pursuant to the GSK Share Purchase Agreement will be assumed by Wave-Delaware such that the existing rights and restrictions in the GSK Agreements will apply in respect of GGL’s holdings of Wave-Delaware common stock received in the Transaction in exchange for its Wave-Singapore ordinary shares.

After giving effect to the Transaction and following its assumption by Wave-Delaware, under the terms of the GSK Investor Agreement, pursuant to which GGL purchased 10,688,762 Wave-Singapore ordinary shares (the “GGL Shares”), subject to certain conditions and limitations, Wave-Delaware will provide certain demand registration rights to GGL in order to register all or a portion of the GGL Shares (which, following the effective time of the Transaction, will be shares of Wave-Delaware common stock) purchased by GGL. The GSK Investor Agreement also provides GGL with certain “piggyback” registration rights for a certain period of time, subject to certain conditions and limitations, such that, following the assumption of the GSK Agreements by Wave-Delaware, when Wave-Delaware proposes to register its shares of common stock for account, GGL will have the right to include some or all of the GGL Shares in such registration. The GSK Investor Agreement also contains other customary terms and conditions of the parties with respect to the registration of GGL Shares.

SEC Form PRER14A filed by Wave Life Sciences Ltd.