F-1/A: BeLive Holdings Files for $7 Million IPO Aiming for Nasdaq Listing

Sentiment:

Registration Statement (Form F-1/A) 30 October 2024 6:20 AM

BeLive Holdings, a Cayman Islands-based company specializing in live commerce and shoppable short video solutions, has filed an amendment to its F-1 registration statement for a proposed initial public offering of 1,750,000 ordinary shares, with an anticipated price of $4.00 per share, seeking a Nasdaq listing under the symbol BLIV.

Capital raiseThe company is offering 1,750,000 ordinary shares in an initial public offering.The estimated initial public offering price is $4.00 per share.The company intends to use the net proceeds from this offering for technology advancement, solution development, marketing and branding, and general corporate purposes.

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, primarily due to the decrease in installation fees, subscription fees, server costs and miscellaneous income during the six months ended June 30, 2024.The company recorded a net loss of approximately S$3,315,000 for the six months ended June 30, 2023, and a net loss of approximately S$4,889,000 for the six months ended June 30, 2024.

Summary

BeLive Holdings, a Cayman Islands-incorporated holding company, is planning an initial public offering (IPO) to raise capital for its live commerce and shoppable short video solutions business.
The company intends to offer 1,750,000 ordinary shares at an estimated initial public offering price of $4.00 per share, aiming to list on the Nasdaq Capital Market under the ticker symbol BLIV.
BeLive operates through its subsidiaries in Singapore and Vietnam, providing technology solutions to international retail companies and e-commerce marketplaces.
The company's solutions include an enterprise-grade White Label Solution and a cloud-based SaaS Solution, catering to different customer needs.
The IPO's net proceeds are earmarked for advancing video and live streaming technologies, solution development, marketing and branding, and general corporate purposes.
The company acknowledges a history of operating losses and the need to acquire and retain customers to achieve profitability.
R.F. Lafferty & Co., Inc. is serving as the sole bookrunning manager for the offering.
The resale prospectus covers 2,139,227 ordinary shares to be sold by selling shareholders after the ordinary shares are listed on Nasdaq.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While it highlights the company's growth strategies and market position, it also acknowledges its history of operating losses and the risks associated with its business. The overall sentiment is neutral, reflecting both positive and negative aspects of the company's performance and prospects.

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 an experienced and committed management team.

Negatives

The company has a history of operating losses and may not be able to generate sufficient revenue to achieve and sustain profitability.
The company faces intense competition, especially from well-established companies offering solutions and related applications.
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.

Risks

The company's future revenue and operating results will be harmed if it is unable to acquire new customers, retain existing customers, expand sales to existing customers, or develop new functionality for its BeLive Solutions that achieves market acceptance.
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's business generates and processes a large amount of data, and the improper use or disclosure of such data could harm its reputation as well as have a material adverse effect on its business and prospects.
The company may need additional capital, and financing may not be available on terms acceptable to it, or at all.
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.

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 customer requirements, advancing 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 the need for retailers to engage with customers remotely.

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

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 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 Groups corporate and finance strategy.
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 may experience immediate and substantial dilution.
The company's ability to pay dividends in the foreseeable future is uncertain.
The company's success depends on its ability to attract and retain customers, which may impact its financial performance and shareholder value.

Next Steps

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

Key Dates

Date	Description
June 18, 2014	Incorporation date of BeLive Singapore.
December 1, 2017	BeLive Singapore issued a convertible loan amounting to S$600,000 (CL 1) to FTAG Ventures Pte. Ltd.
March 2, 2021	BeLive Singapore issued a convertible loan amounting to S$500,000 (CL 2) to FTAG Ventures Pte. Ltd.
June 16, 2021	Incorporation date of BeLive Vietnam.
November 30, 2021	BeLive Singapore issued 6,000,000 RCCPS to FTAG Ventures Pte. Ltd.
February 18, 2024	Effective date of the 5-for-1 reverse stock split.
June 20, 2024	Changed the authorized share capital to $500,000 divided into 1,000,000,000 ordinary shares of par value of $0.0005 each.
October 30, 2024	Date of the prospectus.

Keywords

live commerce, shoppable short videos, IPO, initial public offering, Nasdaq, BeLive Holdings, e-commerce, SaaS, White Label Solution

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