F-1: BeLive Holdings Eyes Nasdaq Listing with $15 Million IPO

Sentiment:

Registration Statement 10 July 2024 12:54 PM

BeLive Holdings, a Cayman Islands-based company, is seeking to raise $15 million through an initial public offering of 3,000,000 ordinary shares, aiming for a Nasdaq listing.

Capital raiseThe company is conducting an initial public offering to raise capital.The company intends to use the net proceeds from this offering for the following purposes: (i) approximately US$2,000,000 to advance our video and live streaming technologies, artificial intelligence (AI) and big data capabilities; (ii) approximately US$2,000,000 for solution development to expand and enhance our current solution offerings, as well as to develop new features and functionalities to continue to provide innovative value propositions to our customers; (iii) approximately US$7,800,000 for marketing and branding, including marketing and promotional activities to further expand our customer base and strengthen our brand; and (iv) approximately US$500,000 for general corporate purposes that are beneficial in developing the business and its strategic direction.

Worse than expectedThe company experienced a net loss in 2023 compared to a net profit in 2022.Revenue decreased from S$4,189,838 in 2022 to S$3,090,361 in 2023.Gross profit decreased from S$2,581,057 in 2022 to S$1,698,438 in 2023.

Summary

BeLive Holdings, a Cayman Islands-incorporated holding company, plans to list on the Nasdaq Capital Market under the ticker BLIV.
The company conducts its operations through subsidiaries in Singapore and Vietnam, focusing on live commerce and shoppable short video solutions.
The IPO aims to raise $15 million by offering 3,000,000 ordinary shares, with an anticipated price range of $4.00 to $6.00 per share.
Post-IPO, FTAG Ventures Pte. Ltd and BeLive's executive officers will collectively own approximately 51.72% of the company's voting power.
BeLive intends to use the net proceeds to advance video and live streaming technologies, enhance solution offerings, and expand marketing and branding efforts.
The company acknowledges a history of operating losses and identifies various risks related to its business, industry, and securities offering.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While it highlights the company's growth strategies and competitive strengths, it also acknowledges a history of operating losses and identifies various risks associated with the business and the IPO. The financial results indicate a decline in revenue and profitability, contributing to a neutral to slightly negative outlook.

Positives

BeLive offers both enterprise-grade White Label solutions and cloud-based SaaS solutions, catering to a wider range of customer needs.
The company has established strategic alliances and a relationship network to expand its market reach.
BeLive intends to continue innovating and adapting to changes in the industry to remain competitive.
The company is investing in research and development to enhance its existing solutions and introduce new ones.

Negatives

BeLive has a history of operating losses and may not be able to achieve or sustain profitability.
The company faces intense competition from well-established companies.
The market for e-commerce solutions is evolving rapidly, requiring continuous adaptation.
The company has significant customer concentration, with three customers accounting for a large portion of total revenue.

Risks

The company's future revenue and operating results will be harmed if it is unable to acquire new customers, retain existing customers, or expand sales to existing customers.
The improper use or disclosure of data could harm the company's reputation and have a material adverse effect on its business and prospects.
Undetected programming errors could adversely affect clients' experience and market acceptance of the company's live commerce and shoppable videos.
An active trading market for the company's Ordinary Shares may not be established or, if established, may not continue, and the trading price for the Ordinary Shares may fluctuate significantly.
The company may not maintain the listing of its Ordinary Shares on Nasdaq, which could limit investors' ability to make transactions in the company's Ordinary Shares and subject the company to additional trading restrictions.
If the company is classified as a passive foreign investment company, United States taxpayers who own the company's securities may have adverse United States federal income tax consequences.

Future Outlook

The company intends to expand its business and strengthen its market position in the live commerce and shoppable short video industry by implementing strategies such as expanding and enhancing current solution offerings, adapting to changing market conditions, and advancing video and live streaming technologies.

Industry Context

The document highlights the growth of e-commerce and live commerce trends, particularly accelerated by the COVID-19 pandemic, indicating a shift in consumer shopping habits and the retail industry's adaptation to interactive video and online buying.

Comparison to Industry Standards

The document does not provide specific comparisons to industry standards or benchmarks.
It mentions competitors like Bambuser and Firework but does not offer a detailed competitive analysis.
The document focuses on the company's unique functionality, scalability, and ease-of-use as competitive strengths without benchmarking against specific industry metrics.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Cybersecurity Policy	The Board of Directors approved the authorization of an amendment to the Companys Audit Committee Charter pursuant to which it adopted a cybersecurity policy and further approving that the Audit Committee will have full authority and powers to implement the Cybersecurity Policy.	June 3, 2024	The Audit Committee Charter provides the members of the Audit Committee with authorization and authority to conduct continuous analysis of and review for any potential cybersecurity risks as part of the Companys overall risk management program and to create a cyber-resilient organization, which will contribute to the value preservation of the Company.
Compensation Recovery Policy	The Board of Directors authorized and approved an amendment to the Compensation Committee Charter pursuant to which it adopted a compensation recovery policy and further approved that the Compensation Committee will have full authority and powers to implement the Compensation Recovery Policy.	June 3, 2024	The Compensation Committee shall, in the event of a restatement of the Companys financial statements, have the authority and power to: (i) determine such executive officers who served at any time during the performance period for the incentive-based compensation; (ii) determine the relevant recovery period; (iii) determine the amount of incentive-based compensation that must be subject to the Companys Compensation Recovery Policy and establish procedures for recovery; (iv) maintain documentation of the above-referenced determinations; and (v) prepare and have filed all disclosures with respect to the Compensation Recovery Policy in accordance with Federal securities laws, including the disclosure required by the applicable Securities and Commission filings.

Related Party Transactions

BeLive Singapore issued 6,000,000 RCCPS to FTAG Ventures Pte. Ltd., a Controlling Shareholder.
FTAG Ventures Pte. Ltd. converted all its 6,000,000 RCCPS into 30,000,000 founder/venture builder shares of BeLive Singapore.
The company had transactions with Mediacorp Pte. Ltd., one of its shareholders, for White Label development service.
The company paid FTAG Management Pte. Ltd. for the engagement of a management personnel to assist in the Groups corporate and finance strategy.
The company secured a contract from a client to develop additional live and video streaming features which include a non-fungible token (NFT) platform. Since we do not have expertise in this particular area, we have engaged FTAG Technology Pte. Ltd., a company incorporated in Singapore with the same ultimate beneficial owner as a Controlling Shareholder, to develop the NFT platform as part of the scope of services to be rendered to the client.

Stakeholder Impact

Shareholders face risks related to the volatility of the Ordinary Shares and potential dilution.
Employees may benefit from the company's growth and expansion plans.
Customers can expect continued innovation and enhancement of the company's solutions.
Suppliers may see increased business opportunities as the company expands its operations.

Next Steps

The company aims to secure a listing on the Nasdaq Capital Market.
BeLive intends to advance its video and live streaming technologies.
The company plans to enhance its solution offerings and expand its customer base through marketing and branding.

Key Dates

Date	Description
June 18, 2014	BeLive Singapore incorporated.
June 16, 2021	BeLive Vietnam incorporated.
February 24, 2023	BeLive Cayman incorporated.
March 7, 2023	BeLive BVI incorporated.
June 9, 2023	BeLive BVI acquired all shares of BeLive Singapore.
July 17, 2023	Share option scheme 2023 adopted.
February 18, 2024	5:1 reverse stock split effected.
June 3, 2024	Board of Directors approved the authorization of an amendment to the Companys Audit Committee Charter.
June 20, 2024	Authorized share capital changed to $500,000 divided into 1,000,000,000 ordinary shares.

Keywords

IPO, live commerce, shoppable short videos, Nasdaq, initial public offering, e-commerce, BeLive Holdings, BLIV

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