F-1/A: BeLive Holdings Eyes Nasdaq Listing with $9.8 Million IPO

Sentiment:

Registration Statement 25 February 2025 10:18 AM

BeLive Holdings, a Cayman Islands-based company specializing in live commerce and shoppable short video solutions, is seeking to raise $9.8 million through an initial public offering on the Nasdaq Capital Market.

Capital raiseBeLive Holdings is undertaking an IPO to offer 2,450,000 Ordinary Shares at an expected price of $4.00 each.The underwriters have an option to purchase up to an additional 367,500 Ordinary Shares to cover over-allotments.

Worse than expectedThe company's revenue decreased by approximately S$493,000 or 39.2% from approximately S$1,257,000 for the six months ended June 30, 2023 to approximately S$764,000 for the six months ended June 30, 2024.The company's gross profit decreased by approximately S$316,000 or 51.4%, from approximately S$615,000 for the six months ended June 30, 2023 to approximately S$299,000 for the six months ended June 30, 2024.The company's other income decreased by approximately S$21,000 or 30.0% from approximately S$69,000 for the six months ended June 30, 2023 to approximately S$48,000 for the six months ended June 30, 2024.

Summary

BeLive Holdings is planning an initial public offering of 2,450,000 Ordinary Shares at an anticipated price of $4.00 per share, aiming to list on the Nasdaq Capital Market under the ticker symbol BLIV.
The company, incorporated in the Cayman Islands, operates through its subsidiaries in Singapore and Vietnam, focusing on providing live commerce and shoppable short video solutions.
BeLive offers two primary solutions: a customized BeLive White Label Solution for enterprise clients and a cloud-based BeLive SaaS Solution for smaller businesses.
The IPO aims to raise approximately $9.114 million in proceeds before expenses, which will be allocated to technology advancement, solution development, marketing, and general corporate purposes.
Selling shareholders may also offer up to 2,139,227 Ordinary Shares in a resale offering, with BeLive Holdings not receiving any proceeds from this sale.
The company acknowledges a history of operating losses and identifies various risks associated with its business, industry, and the offering itself.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While it highlights the company's growth strategies and competitive strengths, it also acknowledges significant risks and a history of operating losses. The IPO itself is a positive step, but the potential for volatility and the company's financial performance temper the overall outlook.

Positives

The company offers a diversified portfolio of technological products that can be customized to satisfy customers specialized and unique needs.
The company has established reputation and proven track record in the live commerce and shoppable short video industry.
The company has broad strategic alliances and relationship network.
The company has experienced and committed management team.
The company has stable relationships with its major customers.

Negatives

The company has a history of operating losses, and it may not be able to generate sufficient revenue to achieve and sustain profitability which may cast doubt on its ability to continue as a going concern.
The company has significant customer concentration, and if it fails to attract new customers, retain existing customers, or maintain or increase sales to customers, its business, financial condition, results of operations, and growth prospects will be harmed.
The company currently reports its financial results under IFRS, which differs in certain significant respects from U.S. generally accepted accounting principles (U.S. GAAP).
The company may need additional capital, and financing may not be available on terms acceptable to it, or at all.

Risks

The company faces intense competition in the e-commerce solutions market.
Failure to adapt to rapidly changing technology and customer needs could render BeLive Solutions less competitive.
Privacy concerns and regulations may reduce the effectiveness of applications and adversely affect the business.
Security breaches and cyberattacks could harm the company's reputation and subject it to significant liability.
An active trading market for the Ordinary Shares may not be established, and the trading price may fluctuate significantly.

Future Outlook

The company intends to expand its business and strengthen its market position by enhancing its solution offerings, adapting to changing market conditions, advancing its video and live streaming technologies, and selectively pursuing strategic alliances.

Industry Context

The document highlights the increasing importance of live commerce and shoppable short videos in the e-commerce sector, driven by the COVID-19 pandemic and evolving consumer shopping habits.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Audit Committee Charter Amendment	The Board of Directors approved an amendment to the Audit Committee Charter, adopting a cybersecurity policy and granting the Audit Committee authority to implement it.	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 Committee Charter Amendment	The Board of Directors approved an amendment to the Compensation Committee Charter, adopting a compensation recovery policy and granting the Compensation Committee authority to implement it.	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.

Stakeholder Impact

Shareholders face risks associated with the company's operating losses, competition, and potential volatility in the share price.
Employees may benefit from the company's growth and expansion plans, as well as the share option scheme.
Customers may benefit from the company's continued innovation and enhancement of its solutions.
Suppliers may see increased business opportunities as the company expands its operations.

Next Steps

The company intends to list its Ordinary Shares on the Nasdaq Capital Market under the symbol BLIV.
The company plans to use the net proceeds from the offering for technology advancement, solution development, marketing, and general corporate purposes.

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-for-1 reverse stock split effected.
June 20, 2024	Authorized share capital changed to $500,000 divided into 1,000,000,000 ordinary shares.
February [], 2025	Expected delivery date of Ordinary Shares to investors.

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