F-1/A: WEBUY GLOBAL LTD Files Amendment No. 3 to Form F-1 for Share Resale

WEBUY GLOBAL LTD has filed an amendment to its Form F-1 registration statement to allow a selling shareholder to offer up to 82,758,621 Class A ordinary shares for resale.

Summary

• WEBUY GLOBAL LTD has filed Amendment No. 3 to its Form F-1 registration statement with the SEC on October 7, 2024.
• The filing relates to the potential resale of up to 82,758,621 Class A ordinary shares by a selling shareholder, Lind Global Fund II LP.
• These shares may be issued upon conversion of a senior secured convertible promissory note issued on July 26, 2024.
• WEBUY GLOBAL LTD will not receive any proceeds from the sale of these shares by the selling shareholder.
• The company's Class A ordinary shares are listed on the Nasdaq Capital Market under the symbol WBUY.
• As of October 4, 2024, the last reported sale price was $0.14 per share.
• As of October 7, 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 the shares from time to time through public or private transactions at prevailing market prices or negotiated prices.
• The company is an Emerging Growth Company and a Foreign Private Issuer, which allows for reduced public company reporting requirements.
• The company operates as a holding company with operations conducted through subsidiaries in Singapore and Indonesia.
• The company incurred a net loss of $2,940,528 for the six months ended June 30, 2024, $5,162,454 for the year ended December 31, 2023, and $6,701,203 for the year ended December 31, 2022.
• The company completed its initial public offering on October 20, 2023, issuing 3,800,000 ordinary shares at $4.00 per share.
• On May 2, 2024 and May 17, 2024, 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.
• 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 document highlights significant financial risks and ongoing losses, tempered slightly by growth strategies. The auditor's concern about the company's ability to continue as a going concern weighs heavily on the overall sentiment.

Positives

• The company's business model has disrupted the traditional supply chain by cutting out intermediaries to provide a farm-to-table supply model.
• The company attributes the success of its community-based business model to its low customer acquisition costs (CAC) and high customer retention rates.

Negatives

• The company has a history of losses, operating losses and negative cash flow from operating activities.
• The company incurred a net loss of $2,940,528 for the six months ended June 30, 2024, $5,162,454 for the year ended December 31, 2023, and $6,701,203 for the year ended December 31, 2022.
• The company's auditors have issued an opinion that there is substantial doubt about the company's ability to continue as a going concern.

Risks

• The company's auditors have issued an opinion that there is substantial doubt about the company's ability to continue as a going concern.
• The company may not be able to obtain further funds required for its continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms.
• The market price of the company's Class A ordinary shares can be volatile and can fluctuate substantially, which could result in substantial losses for purchasers of the company's Class A ordinary shares in this offering.
• The conversion of the Convertible Note or future sales of the company's Class A ordinary shares may further dilute the company's securities and adversely impact the price of the company's Class A ordinary shares.
• Sales of shares issuable upon the conversion of the Convertible Note, or the effectiveness of the company's registration statement may cause the market price of the company's shares to decline.
• If the company's Class A ordinary shares are delisted from the Nasdaq Capital Market, the company's business, financial condition, results of operations and share price could be adversely affected, and the liquidity of the company's common shares and the company's ability to obtain financing could be impaired.
• The company may have to pay damages to the Investor, which will impact the company's cash flows.

Future Outlook

The company is committed to managing expenses effectively and continuing to grow the business in a sustainable and profitable manner.

Industry Context

The company operates in the e-commerce sector, specifically focusing on community-oriented retail with a focus on grocery and travel in Southeast Asia.

Stakeholder Impact

• Shareholders face potential dilution and volatility in share price due to the potential resale of shares and conversion of the convertible note.
• The company's ability to continue operations is uncertain, which could impact employees, customers, and suppliers.

Key Dates

Keywords

Class A ordinary shares, Convertible Note, Resale, WEBUY GLOBAL LTD, Lind Global Fund II LP, Registration Statement, E-commerce, Community, Nasdaq, Securities