F-1/A: WeBuy Global Eyes Expansion with $2.9 Million Class A Share Offering

WeBuy Global is launching a self-underwritten offering of up to 10 million Class A shares to fuel its franchise system, marketing, and Indonesian expansion.

Summary

• WEBUY GLOBAL LTD is offering up to 10,000,000 Class A Ordinary shares at a fixed price of US$0.29 per share.
• This represents a 6.75% discount from the last reported sale price on April 24, 2024.
• The company aims to use the proceeds to expand its franchise system, enhance marketing in Indonesia, and for general corporate purposes.
• The offering is self-underwritten, with no minimum amount required to close.
• Mr. Bin Xue, the controlling shareholder, will continue to have significant voting power after the offering.
• The company acknowledges substantial doubt about its ability to continue as a going concern.
• The offering will terminate after 90 days if all shares are not sold.

Sentiment

Score: 5

Explanation: The document presents a mixed sentiment. While there's revenue growth and strategic initiatives, the net losses and going concern warning temper the outlook.

Positives

• The company is expanding its Online-to-Offline (O2O) business model using an advanced franchise system.
• The company has achieved significant sales and growth since its inception.
• The company aims to achieve attractive efficient cost-savings for its customers through a community-centric approach.
• The company has a strong supply chain capability that allows it to build up its community by offering a more competitive value proposition than products offered through traditional supply chains.
• The company has a strong community network, the brand loyalty and positioning that provide it with a strong customer base when it ventures into new product offerings and business segments.

Negatives

• The company incurred a net loss of $5,162,454 for the year ended December 31, 2023, and $6,701,203 for the year ended December 31, 2022.
• Auditors have expressed substantial doubt about the company's ability to continue as a going concern.
• The company is selling this offering without an underwriter and may be unable to sell any shares.
• The market price of the company's Class A Shares can be volatile and can fluctuate substantially, which could result in substantial losses for purchasers of the Class A Shares in this offering.

Risks

• The company's business is subject to multiple risks and uncertainties, including harm to its brand, competition, and challenges in expanding product offerings.
• Failure to safeguard customer information or protect against security breaches could damage the company's reputation.
• The company relies on third-party payment service providers, and any restrictions or unavailability of these services could affect its business.
• The company may be classified as a passive foreign investment company (PFIC), which could have adverse tax consequences for U.S. investors.
• The company's controlling shareholder has substantial influence over the company, and their interests may not align with other shareholders.
• The company may need to raise capital in addition to this offering, which may not be available on favorable terms.

Future Outlook

The company intends to use the net proceeds from the offering to expand its advanced franchise system, enhance marketing in Indonesia, invest in IT infrastructure, and for general corporate purposes, with a focus on sustainable and profitable growth.

Management Comments

• The company is committed to managing expenses effectively and continuing to grow the business in a sustainable and profitable manner.
• The company's mission is to make social shopping a new lifestyle for consumers and to empower consumers purchases with an efficient cost-saving purchasing model.

Industry Context

The company operates in the competitive e-commerce industry in the Asia Pacific region, facing competition from established players and new market entrants. The company's community e-commerce model leverages social media and word-of-mouth marketing to reach targeted audiences.

Comparison to Industry Standards

• The company competes with major e-commerce platforms like Shopee and Lazada, as well as community e-commerce platforms like Snatch and Fresh4ALL.
• The company's competitive strengths include its supply chain capabilities, community network, and experienced management team.
• The company's business model aims to bring greater efficiency to the supply chain process through the elimination of intermediaries in the traditional supply chain.

Management Changes

Related Party Transactions

• The company recorded amount due from GBuy Global Pte Ltd, a shareholder of the Company of $6,637 and $4,119, respectively, which represents expenses paid on behalf for a related party.
• The company recorded amount due from Webuy Talent Ltd of $5,169 and $ nil , respectively, which represents expenses paid on behalf for a related party.
• The company recorded amount due to Mr. Bin Xue, Chief Executive Officer and Chairman of the Board of Director of the Company of $25,929 and $25,336, which represents business advances from a related party.

Stakeholder Impact

• Shareholders may experience dilution due to the issuance of new shares.
• The company's ability to fulfill its objectives depends on the success of the offering.
• Customers may benefit from the expansion of the franchise system and enhanced marketing efforts.

Next Steps

• The company intends to complete one closing of this offering, but may undertake one or more closings on a rolling basis.
• The offering will be terminated after 90 days if all shares are not sold.

Key Dates

Keywords

Class A Shares, self-underwritten offering, community e-commerce, franchise system, WEBUY GLOBAL LTD, Indonesia, marketing, e-commerce, Webuy