F-1/A: WeBuy Global Seeks to Raise $2.9 Million in Self-Underwritten Offering

WeBuy Global Ltd is conducting a best efforts self-underwritten offering of up to 10,000,000 Class A Ordinary shares at a fixed price of $0.29 per share.

Summary

• WeBuy Global Ltd is offering up to 10,000,000 Class A Ordinary shares at $0.29 per share in a self-underwritten offering.
• The company's share price has been volatile, with a 6-month range of $0.30 to $14.30 prior to April 26, 2024.
• As of the prospectus date, there are 30,986,200 Class A Shares and 21,395,400 Class B Ordinary Shares issued and outstanding.
• Mr. Bin Xue, the controlling shareholder, will own 79.41% of the Class B Shares, representing approximately 66.64% of the total voting power after the offering.
• The offering will terminate after 90 days if all shares are not sold, and the proceeds will be used for expansion, marketing, and working capital.
• 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.

Sentiment

Score: 4

Explanation: The document presents a mixed picture. While there's growth in revenue and expansion into new business models, the company is facing significant losses and concerns about its ability to continue as a going concern. The self-underwritten offering adds further uncertainty.

Positives

• The company is expanding its Online-to-Offline (O2O) business model using an advanced franchise system.
• The company aims to make social shopping a new lifestyle for consumers.
• The company's business model disrupts 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, with a net loss of $5,162,454 in 2023 and $6,701,203 in 2022.
• Auditors have issued an opinion expressing substantial doubt about the company's ability to continue as a going concern.
• The company's share price has been highly volatile.
• The offering is a 'best efforts' offering with no minimum amount required to close, which may significantly reduce the proceeds received by the company.
• The company will be a controlled company, which may limit shareholders' ability to influence corporate matters.

Risks

• The company's brand or reputation may be harmed, affecting its business and results of operations.
• The company operates in a competitive environment and may lose market share and customers.
• The company may face challenges in expanding its product offerings.
• The company's limited operating history makes it difficult to evaluate its business and prospects.
• The company may be classified as a passive foreign investment company (PFIC), which could subject United States investors in our Class A Shares to significant adverse U.S. federal income tax consequences.
• The company may need to raise capital in addition to this offering, which may not be available on favorable terms, if at all, and which may cause dilution to holders of our Class A Shares, restrict our operations or adversely affect our ability to operate and continue our business.

Future Outlook

The company intends to use the net proceeds from the offering for expansion of its advanced franchise system, marketing, and business expansion in Indonesia, as well as for working capital and general corporate purposes.

Management Comments

• Moving forward, we are committed to managing our expenses effectively and continuing to grow our business in a sustainable and profitable manner.
• Our 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 existing, well-established, and low-cost alternatives, and expects to face competition from new market entrants in the future.

Comparison to Industry Standards

• The company competes with major e-commerce companies in the Southeast Asian region such as Shopee, Lazada, Tokopedia, and Bukalapak.
• The company also competes with conventional physical retailers in Southeast Asia region and retail companies in Southeast Asia with an emphasis on specific product categories.
• The company's community e-commerce model leverages community leaders' connections to generate sales by marketing directly to their friends and family.

Management Changes

Related Party Transactions

• As of December 31, 2023 and 2022, 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.
• As of December 31, 2023 and 2022, 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.
• As of December 31, 2023 and 2022, the Company recorded amount due from Webuy Talent Ltd (Webuy Talent) of $5,169 and $ nil , respectively. Mr. Bin Xue, Chief Executive Officer and Chairman of the Board of Director of the Company is also the director of Webuy Talent.

Stakeholder Impact

• Shareholders may experience dilution due to the issuance of new shares.
• Shareholders' ability to influence corporate matters may be limited due to the controlling shareholder's significant voting power.
• Customers may benefit from the company's efforts to provide cost-saving purchasing models.
• Employees may be affected by the company's ability to recruit, train, motivate and retain qualified personnel.

Next Steps

• The company intends to complete one closing of this offering, but may undertake one or more closings on a rolling basis.
• The company will appoint an escrow agent in due course.

Key Dates

Keywords

e-commerce, community, retail, shares, offering, Webuy, global, Class A, Indonesia, Singapore