Business Context and Reporting Period
Company: WEBUY GLOBAL LTD
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: August 2025 (Closing date of Offering)
Principal Executive Offices: 35 Tampines Street 92, Singapore 528880
This filing reports the closing of a best-effort securities offering entered into on July 30, 2025, and closed on August 1, 2025. The Company is a foreign private issuer filing under Form 20-F.
Key Financial Metrics
Capital Raised: Approximately $3 million in gross proceeds.
Offering Structure:
- Class A Ordinary Shares: 721,918 shares sold at $3.65 per share.
- Pre-Funded Warrants: Warrants to purchase up to 100,000 Class A Ordinary Shares sold at $3.6499 per share (net of $0.0001 exercise price).
- Placement Agent Fee: 6.5% of aggregate gross proceeds paid to D.Boral Capital LLC.
- Expense Reimbursement: Up to $120,000 for legal and other expenses.
Note: The filing does not provide specific values for revenue, profit, cash flow, margins, or existing debt levels. It focuses solely on the capital raise transaction.
Material Changes
The primary material change is the increase in share capital and cash liquidity resulting from the Offering. The issuance includes both direct shares and pre-funded warrants to accommodate beneficial ownership limitations (9.99% cap) for certain purchasers. The Company has also entered into a 90-day lock-up agreement for directors, executive officers, and 10%+ shareholders, and a 90-day blackout period on issuing new securities or filing new registration statements (with exceptions for employee stock option plans).
Guidance, Outlook, and Risks
Management Commentary: Management intends to deploy net proceeds toward AI travel technology development and working capital. The Company issued press releases on July 31, 2025 (pricing) and August 1, 2025 (closing).
Risks and Contingencies:
- Forward-Looking Statements: The filing contains forward-looking statements regarding the use of proceeds and future business plans, which are subject to inherent uncertainties and risks.
- Market Risks: Actual results may differ materially from expectations due to factors described in the Company's Form 20-F for the year ended December 31, 2024.
- Regulatory Compliance: The offering was conducted pursuant to a registration statement on Form F-1 (File No. 333-288310) declared effective by the SEC on July 18, 2025.
Investor Verification Checklist
- Net Proceeds Calculation: Verify the exact net proceeds after deducting the 6.5% placement fee and up to $120,000 in expense reimbursements from the $3 million gross.
- Dilution Impact: Assess the total dilution from the 721,918 shares plus the 100,000 shares underlying the pre-funded warrants.
- Lock-Up Expirations: Note the 90-day lock-up period for insiders and the 90-day restriction on new issuances ending approximately November 1, 2025.
- Registration Status: Confirm the effectiveness of the Form F-1 registration statement (File No. 333-288310) and its amendments.
- Beneficial Ownership: Review the specific ownership percentages of the Purchasers to understand the 9.99% limitation trigger for the pre-funded warrants.