F-1/A: WEBUY GLOBAL LTD Files Amendment No. 1 to Form F-1 for Potential Share Issuance

WEBUY GLOBAL LTD is registering up to 82,758,621 Class A ordinary shares for potential resale by a selling shareholder upon conversion of a senior secured convertible promissory note.

Summary

• WEBUY GLOBAL LTD has filed an amendment to its Form F-1 registration statement with the SEC.
• The filing pertains to the potential offer and sale of up to 82,758,621 Class A ordinary shares by a selling shareholder.
• These shares may be issued upon conversion of a senior secured convertible promissory note issued to Lind Global Fund II LP on July 26, 2024.
• The company will not receive any proceeds from the sale of these shares by the selling shareholder.
• As of August 15, 2024, the last reported sale price of WEBUY GLOBAL LTD's Class A ordinary shares on the Nasdaq Capital Market was $0.12 per share.
• As of August 15, 2024, the company had 63,294,115 Class A ordinary shares and 21,395,400 Class B ordinary shares issued and outstanding.
• The selling shareholder may offer all or part of the shares for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices.
• The company is an Emerging Growth Company and a Foreign Private Issuer under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements.
• The company conducts all of its operations through its subsidiaries in Singapore and Indonesia.
• The company completed its initial public offering on October 20, 2023, issuing 3,800,000 ordinary shares at $4.00 per share.
• The company completed a self-underwritten offering on May 2, 2024 and May 17, 2024, issuing 8,205,862 Class A ordinary shares at $0.29 per share.
• On July 25, 2024, the Company entered into a securities purchase agreement with the Investor to place a Senior Secured Convertible Note with a maturity date of 24 months after the issuance thereof in the aggregate principal amount of up to $2,400,000.

Sentiment

Score: 3

Explanation: The sentiment is low due to the potential dilution from the share issuance, the low share price, and the going concern warning from the auditors. The company is reliant on capital raises to continue operations.

Positives

• The company has access to potential capital through the convertible note agreement.
• The company has successfully completed an IPO and a follow-on offering in the past year.

Negatives

• The company will not receive any proceeds from the sale of shares by the selling shareholder.
• The potential issuance of a large number of shares (up to 82,758,621) could dilute existing shareholders.
• The company's share price was $0.12 as of August 15, 2024, indicating a low valuation.
• The company's auditors have issued an opinion that there is substantial doubt about its ability to continue as a going concern.

Risks

• The conversion of the Convertible Note or future sales of our Class A ordinary shares may further dilute our securities and adversely impact the price of our Class A ordinary shares.
• Sales of shares issuable upon the conversion of the Convertible Note, or the effectiveness of our registration statement may cause the market price of our shares to decline.
• If our Class A ordinary shares are delisted from the Nasdaq Capital Market, our business, financial condition, results of operations and share price could be adversely affected, and the liquidity of our common shares and our ability to obtain financing could be impaired.
• We may have to pay damages to the Investor, which will impact our cash flows.

Future Outlook

The company intends to use the proceeds from the Convertible Note for general corporate and working capital purposes, but the specific use is not yet determined.

Industry Context

The company operates in the e-commerce sector, specifically focusing on community-oriented retail in Southeast Asia.

Management Changes

Stakeholder Impact

• Existing shareholders may experience dilution if the convertible note is converted and the shares are sold.
• The company's ability to continue operations and execute its business plan is dependent on securing additional financing.

Next Steps

• The selling shareholder may offer all or part of the shares for resale from time to time through public or private transactions.
• The company will use the proceeds from the Convertible Note for general corporate and working capital purposes.

Key Dates

Keywords

Class A ordinary shares, convertible note, selling shareholder, WEBUY GLOBAL LTD, registration statement, securities, offering, shares, Webuy