F-1/A: BeLive Holdings Files Amendment No. 7 to Form F-1 for Initial Public Offering and Resale of Ordinary Shares

BeLive Holdings, a Cayman Islands exempted company, has filed an amendment to its Form F-1 registration statement for an initial public offering of 2,450,000 Ordinary Shares and a subsequent resale of up to 2,139,227 Ordinary Shares by selling shareholders.

Summary

• BeLive Holdings, a Cayman Islands-based holding company, is preparing for its initial public offering (IPO) on the Nasdaq Capital Market under the ticker symbol BLIV.
• The company plans to offer 2,450,000 Ordinary Shares to the public at an anticipated initial public offering price of US$4.00 per share.
• Selling shareholders also intend to resell up to 2,139,227 Ordinary Shares after the IPO.
• The company will not receive any proceeds from the resale of shares by the selling shareholders.
• BeLive Holdings operates through its subsidiaries in Singapore and Vietnam, providing live commerce and shoppable short video solutions.
• The company is registered as an emerging growth company and a foreign private issuer, which allows for reduced reporting requirements.
• R.F. Lafferty & Co., Inc. is acting as the sole bookrunning manager for the offering.
• 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.
• The company does not intend to pay any dividends on its Ordinary Shares for the foreseeable future.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While the company is pursuing growth strategies and has technological strengths, it also faces challenges such as a history of operating losses and intense competition. The financial results indicate a decline in revenue and profitability, which tempers the overall outlook.

Positives

• 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.
• The company has a 45-day over-allotment option for the underwriters to purchase up to an additional 367,500 Ordinary Shares.
• The company is an emerging growth company and a foreign private issuer, which allows for reduced reporting requirements.

Negatives

• The company will not receive any proceeds from the sale of shares by the selling shareholders.
• The company does not expect to pay dividends in the foreseeable future.
• The company has a history of operating losses, and 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.

Risks

• The company has a history of operating losses, and 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.
• An active trading market for the Ordinary Shares may not be established or, if established, may not continue, and the trading price for the Ordinary Shares may fluctuate significantly.
• Because the public offering price per share is substantially higher than the net tangible book value per share, you will experience immediate and substantial dilution.
• 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.
• 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.

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, advancing video and live streaming technologies, and selectively pursuing strategic alliances.

Industry Context

The document highlights the growing trend of live commerce and shoppable short videos, driven by the COVID-19 pandemic and the increasing need for retailers to engage with customers online. BeLive Holdings aims to capitalize on this trend by providing technology solutions for businesses to leverage interactive and immersive live and video commerce.

Comparison to Industry Standards

• The document does not provide a direct comparison to industry standards.
• However, it mentions competitors like Bambuser and Firework, suggesting that BeLive operates in a competitive landscape with established players.
• Without specific benchmarks, it's difficult to assess BeLive's performance against industry averages.

Corporate Governance

Related Party Transactions

• The company has engaged in transactions with Mediacorp Pte. Ltd., one of its shareholders, for BeLive White Label development services.
• The company has paid FTAG Management Pte. Ltd. for management personnel and advisory services.
• 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 has engaged FTAG Technology 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.
• The company's growth strategies aim to benefit customers by providing enhanced solutions and a better user experience.
• Employees may benefit from the share option scheme, which provides an incentive to participate in the company's future success.

Next Steps

• The company will proceed with the IPO if its application to list on the Nasdaq Capital Market is approved.
• The company will use the net proceeds from the IPO to advance its technology, expand its solutions, and boost marketing efforts.

Key Dates

Keywords

IPO, initial public offering, ordinary shares, live commerce, shoppable short videos, emerging growth company, foreign private issuer, Nasdaq, BLIV, BeLive Holdings, resale, underwriting