F-1/A: BeLive Holdings Eyes Nasdaq Listing with $7 Million IPO

BeLive Holdings, a Cayman Islands-based company, is planning an initial public offering of 1,750,000 ordinary shares at an anticipated price of $4.00 per share, aiming to list on the Nasdaq Capital Market under the symbol BLIV.

Summary

• BeLive Holdings, a Cayman Islands exempted company, is planning an initial public offering (IPO).
• The company intends to offer 1,750,000 ordinary shares at an expected price of $4.00 per share, potentially raising $7,000,000 before expenses.
• BeLive has applied to list its ordinary shares on the Nasdaq Capital Market under the ticker symbol BLIV.
• The company operates in the live commerce and shoppable short video solutions industry, providing services through its subsidiaries in Singapore and Vietnam.
• The IPO includes an over-allotment option for the underwriters to purchase up to 262,500 additional ordinary shares.
• Selling shareholders may also offer up to 2,139,227 ordinary shares for resale after the listing.
• The company intends to use the net proceeds from the IPO to advance its video and live streaming technologies, expand its solution offerings, and for marketing and general corporate purposes.
• For the year ended December 31, 2023, BeLive Holdings had a net loss of approximately S$(2,094,000) and revenue of S$3,090,361.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced reporting requirements.

Sentiment

Score: 5

Explanation: The sentiment is neutral. While the company is pursuing growth through an IPO, it also faces challenges such as a history of operating losses and significant customer concentration. The company's future success depends on its ability to execute its growth strategies and manage risks effectively.

Positives

• The company is expanding its solution offerings and industry coverage.
• BeLive is advancing its video and live streaming technologies.
• The company is selectively pursuing strategic alliances.
• The company has an experienced and committed management team.
• The company has stable relationships with major customers.

Negatives

• The company has a history of operating losses.
• The company has significant customer concentration.
• The company's public offering price per share is substantially higher than its net tangible book value per share, leading to immediate and substantial dilution.
• The company's revenue decreased by approximately S$1,099,000 or 26.2% from approximately S$4,190,000 for the year ended December 31, 2022 to approximately S$3,090,000 for the year ended December 31, 2023.

Risks

• The company may not be able to generate sufficient revenue to achieve and sustain profitability.
• 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 company currently reports its financial results under IFRS, which differs in certain significant respects from U.S. GAAP.
• 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.
• The company requires highly qualified personnel to generate high-quality live commerce and shoppable short videos, and if it is unable to hire or retain qualified personnel, it may not be able to grow effectively.
• Natural catastrophic events and man-made problems may disrupt the company's business.
• The company faces intense competition, especially from well-established companies offering solutions and related applications.
• If the company fails to adapt and respond effectively to rapidly changing technology, evolving industry standards, and changing customer needs or preferences, its BeLive Solutions may become less competitive.
• Privacy concerns and laws or other domestic or foreign regulations may reduce the effectiveness of the company's applications and adversely affect its business.
• The company is dependent upon customers' continued and unimpeded access to the Internet and upon their willingness to use the Internet for commerce.
• If the company's software or hardware contains serious errors or defects, it may lose revenue and market acceptance and may incur costs to defend or settle claims with its customers.
• Security breaches, denial of service attacks, or other hacking and phishing attacks on the company's systems or other security breaches could harm its reputation or subject it to significant liability.
• The company may need additional capital, and financing may not be available on terms acceptable to it, or at all.
• If the company is unable to maintain and protect its intellectual property, or if third parties assert that it infringes on their intellectual property rights, its business could suffer.
• The company's business could be adversely affected by IT systems breakdown or disruption.
• 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 its Ordinary Shares may fluctuate significantly.
• Certain recent initial public offerings of companies with public floats comparable to the company's anticipated public float have experienced extreme volatility that was seemingly unrelated to the underlying performance of the company.
• The company may not maintain the listing of its Ordinary Shares on Nasdaq, which could limit investors' ability to make transactions in its Ordinary Shares and subject it to additional trading restrictions.
• Because the company does not expect to pay dividends in the foreseeable future, investors must rely on price appreciation of its Ordinary Shares for a return on their investment.
• Because the company's public offering price per share is substantially higher than its net tangible book value per share, investors will experience immediate and substantial dilution.
• If the company is classified as a passive foreign investment company, United States taxpayers who own its securities may have adverse United States federal income tax consequences.
• Investors may face difficulties in protecting their interests, and their ability to protect their rights through U.S. courts may be limited because the company is incorporated under Cayman Islands law.
• Certain judgments obtained against the company by its shareholders may not be enforceable.
• The company is an emerging growth company within the meaning of the rules under the Securities Act and may take advantage of certain reduced reporting requirements applicable to other public companies that are not emerging growth companies.
• The company qualifies as a foreign private issuer and, as a result, it will not be subject to U.S. proxy rules and will be subject to Exchange Act reporting obligations that permit less detailed and less frequent reporting than that of a U.S. corporation.
• The company will incur significantly increased costs and devote substantial management time as a result of the listing of its shares.

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.

Management Comments

• Our mission is to be an industry leader in designing, developing, and providing technology solutions for live commerce and shoppable short videos.

Industry Context

The announcement reflects the ongoing trend of companies in the live commerce and shoppable short video industry seeking capital to fuel growth and expansion, particularly in the competitive landscape of e-commerce solutions.

Comparison to Industry Standards

• Comparable companies in the e-commerce solutions space, such as Shopify, Bambuser, and Firework, have varying financial profiles and market capitalizations.
• Shopify, a major player, has a substantial revenue base and market capitalization, while smaller, more focused companies like Bambuser and Firework operate in the live video commerce niche.
• BeLive's IPO aims to position it for growth in this competitive market, but its current financial metrics are significantly smaller than industry leaders.
• The success of BeLive will depend on its ability to differentiate its solutions and capture market share in the rapidly evolving e-commerce landscape.

Corporate Governance

Related Party Transactions

• On November 30, 2021, BeLive Singapore issued 6,000,000 RCCPS of S$1 each to FTAG Ventures Pte. Ltd., at a total consideration of S$6,000,000.
• On September 23, 2022, FTAG Ventures Pte. Ltd. converted all its 6,000,000 RCCPS into 30,000,000 founder/venture builder shares of BeLive Singapore.
• For the years ended December 31, 2021, 2022 and 2023, the company had transactions with Mediacorp Pte. Ltd., one of its shareholders, amounting to S$50,000, S$134,751 and S$77,229 respectively being services fees received in relation to the company's White Label development service provided to Mediacorp Pte. Ltd. for their live commerce platform.
• For the year ended December 31, 2022, the company has paid S$45,500 to FTAG Management Pte. Ltd., a company incorporated in Singapore and having the same ultimate beneficial owner as FTAG Ventures Pte. Ltd., for the engagement of a management personnel to assist in the company's corporate and finance strategy.
• For the year ended December 31, 2023, the company has paid $3,500 to FTAG Management Pte. Ltd. for the provision of financial and business strategy advisory services.
• For the year ended December 31, 2022, the company has secured a contract from a client to develop additional live and video streaming features which include a non-fungible token (NFT) platform and engaged FTAG Technology Pte. Ltd., a company incorporated in Singapore and having the same ultimate beneficial owner as FTAG Ventures Pte. Ltd., to develop the NFT platform as part of the scope of services to be rendered to the client.

Stakeholder Impact

• Shareholders will experience immediate and substantial dilution.
• Employees may benefit from the share option scheme.
• Customers may benefit from the company's plans to advance its video and live streaming technologies and expand its solution offerings.

Next Steps

• The company aims to secure listing approval on the Nasdaq Capital Market.
• The company will proceed with the IPO upon successful listing approval.
• The company will execute its plan to allocate net proceeds to advance technologies, expand solutions, and enhance marketing efforts.

Key Dates

Keywords

IPO, initial public offering, live commerce, shoppable short videos, Nasdaq, BLIV, BeLive Holdings, equity offering, investment, technology