F-1/A: WEBUY GLOBAL LTD Files Amendment No. 2 to Form F-1 for Potential Resale of Class A Ordinary Shares
Amendment to Registration Statement
WEBUY GLOBAL LTD has filed an amendment to its Form F-1 registration statement, primarily concerning the potential resale of up to 82,758,621 Class A ordinary shares by a selling shareholder following the conversion of a senior secured convertible promissory note.
Summary
- WEBUY GLOBAL LTD has filed Amendment No. 2 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 the selling shareholder, Lind Global Fund II LP.
- These shares may be issued upon the conversion of a senior secured convertible promissory note issued 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 the same date, 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.
Sentiment
Score: 4
Explanation: The document presents a mixed sentiment. While it outlines growth strategies and market opportunities, it also highlights financial losses, going concern doubts, and potential dilution risks, resulting in a cautiously negative outlook.
Positives
- The registration statement allows the selling shareholder to offer shares for resale, potentially increasing liquidity.
- The company has access to capital through the convertible note, which can be used for general corporate and working capital purposes.
Negatives
- The company will not receive any proceeds from the sale of shares by the selling shareholder.
- The potential conversion of the convertible note could dilute existing shareholders' equity.
- The market price of the company's Class A ordinary shares has been volatile, with a last reported sale price of $0.12 on August 15, 2024.
Risks
- Investing in the company's Class A ordinary shares involves a high degree of risk, as detailed in the Risk Factors section of the prospectus.
- The conversion of the convertible note or future sales of Class A ordinary shares may further dilute the company's securities and adversely impact the price of its Class A ordinary shares.
- The company's auditors have issued an opinion that there is substantial doubt about its ability to continue as a going concern.
- The company may need to raise additional capital, which may not be available on favorable terms, if at all, and which may cause dilution to holders of its Class A ordinary shares, restrict its operations or adversely affect its ability to operate and continue its business.
- The company's indebtedness could have important consequences to investors.
Future Outlook
The company intends to manage its expenses effectively and continue to grow its business in a sustainable and profitable manner. The company will use the proceeds from the sale of the Convertible Note for general corporate and working capital or other purposes that its Board of Directors deems to be in its best interest.
Industry Context
The company operates in the e-commerce sector, specifically focusing on community-oriented e-commerce in Southeast Asia, with a focus on grocery and travel. The company's business model involves a group buy approach, which aims to provide cost savings to customers through a community-centric approach.
Comparison to Industry Standards
- The document does not provide enough information to make a detailed comparison to industry standards.
- To properly assess WEBUY GLOBAL LTD's performance, one would need to compare its growth rate, customer acquisition costs, retention rates, and profitability metrics against those of comparable e-commerce companies in Southeast Asia, such as Shopee, Lazada, or smaller, regionally-focused players.
- Additionally, comparing its O2O business model and franchise system to those of other retailers adopting similar strategies would provide valuable insights.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Independent Director, Chairman of the Audit Committee, Member of the Nominating Committee and the Compensation Committee | Lixia Tu | Fangqin Lin | February 1, 2024 | Resignation of Lixia Tu |
Stakeholder Impact
- Existing shareholders may experience dilution if the convertible note is converted into Class A ordinary shares.
- The company's ability to continue as a going concern is uncertain, which could impact employees, customers, and suppliers.
- The potential resale of shares by the selling shareholder could affect the market price of the company's Class A ordinary shares.
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 sale of the Convertible Note for general corporate and working capital or other purposes that its Board of Directors deems to be in its best interest.
Key Dates
| Date | Description |
|---|---|
| April 5, 2012 | Date after which new or revised financial accounting standards issued by the Financial Accounting Standards Board to its Accounting Standards Codification are referenced. |
| August 29, 2022 | Date of incorporation of the Company and acquisition of New Retail through a share swap agreement. |
| September 5, 2022 | Date from which the Company received an undertaking pursuant to the Tax Concessions Act of the Cayman Islands for a period of 20 years. |
| October 20, 2023 | Date the Company completed its initial public offering. |
| December 14, 2023 | Ms. Lixia Tu tendered her resignation as an independent director, the chairman of the Audit Committee, and a member of the Nominating Committee and the Compensation Committee of the Company, effective December 14, 2023. |
| February 1, 2024 | Ms. Fangqin Lin was appointed as the succeeding independent director, the chairwoman of the Audit Committee and a member of the Nominating Committee and the Compensation Committee of the Company, effective February 1, 2024. |
| March 8, 2024 | Date of the extraordinary general meeting (EGM) where the Company effected amendments to its memorandum and articles of association, re-designating share capital. |
| May 2, 2024 | Date the Company completed a self-underwritten offering, wherein the Company issued 8,205,862 Class A ordinary shares at a price of US$0.29 per share. |
| May 17, 2024 | Date the Company completed a self-underwritten offering, wherein the Company issued 8,205,862 Class A ordinary shares at a price of US$0.29 per share. |
| July 25, 2024 | Date the Company entered into a securities purchase agreement with the Investor to place a Senior Secured Convertible Note. |
| July 26, 2024 | Date the Senior Secured Convertible Note was issued. |
| August 15, 2024 | Date of the last reported sale price of Class A ordinary shares on the Nasdaq Capital Market ($0.12 per share). |
| September 20, 2024 | Date of the filing of Amendment No. 2 to Form F-1. |
| January 1, 2025 | The general VAT rate will be increased to 12%, starting from, by the latest on 1 January 2025. |
Keywords
Class A ordinary shares, convertible note, selling shareholder, WEBUY GLOBAL LTD, registration statement, securities, offering, resale, Lind Global Fund II LP, dilution
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.