Business Context and Reporting Period
Company: BeLive Holdings (Nasdaq: BLIV)
Filing Type: Form 20-F (Annual Report)
Reporting Period: Fiscal Year Ended December 31, 2025
Business Overview: BeLive Holdings is a B2B provider of live commerce and shoppable short video streaming solutions (BeLive Solutions) and content production services (BeLive AI Studios). The company operates through subsidiaries in Singapore, Vietnam, and the British Virgin Islands. It offers enterprise-grade white-label solutions and cloud-based SaaS solutions to retail and e-commerce clients.
Key Financial Metrics (Fiscal Year 2025)
| Metric | 2025 (S$) | 2024 (S$) | 2023 (S$) |
|---|---|---|---|
| Revenue | 757,159 | 1,849,509 | 3,090,361 |
| Cost of Sales | (765,619) | (886,730) | (1,391,923) |
| Gross Profit/(Loss) | (8,460) | 962,779 | 1,698,438 |
| Net Loss | (6,695,581) | (5,507,764) | (2,094,169) |
| Cash and Cash Equivalents (End of Period) | 8,577,947 | 66,184 | 197,709 |
| Working Capital Surplus | 8,330,000 (approx.) | N/A | N/A |
Note: Financial statements are prepared in accordance with IFRS and presented in Singapore Dollars (S$). The filing does not provide a reconciliation to U.S. GAAP.
Material Changes vs. Prior Period
- Revenue Decline: Revenue decreased by approximately 59% (S$1.09 million) from 2024 to 2025. This was driven by a 100% drop in source code revenue (S$645,000 in 2024 to nil in 2025), a 25% drop in installation fees, and a 13% drop in subscription fees. Management attributes this to increased competition and a shift in customer demand toward cost-effective SaaS solutions over bespoke white-label installations.
- Gross Margin Turnaround: The company moved from a gross profit of S$962,779 in 2024 to a gross loss of S$8,460 in 2025. Fixed infrastructure and developer costs were not absorbed by the sharp revenue decline.
- Net Loss Expansion: Net loss increased by approximately 22% to S$6.7 million. This was primarily due to the revenue decline and increased administrative expenses (up 5% to S$6.58 million), driven by share-based payment expenses (S$2.79 million) and professional fees related to the IPO.
- Liquidity Improvement: Cash and cash equivalents surged from S$66,184 in 2024 to S$8.58 million in 2025, primarily due to net proceeds of approximately S$9.94 million from the Initial Public Offering (IPO) completed in April 2025.
Guidance, Outlook, and Risks
Management Commentary and Outlook
Management does not view the revenue decrease as a long-term trend. The company is focusing on differentiation through module-based pricing and accelerating the development of innovative solutions. New business units, BeLive New Media and BeLive AI Studios, were established in mid-2025 to expand into content production and microdramas. Strategic partnerships with Insight Lab (data strategy) and COL Ltd (media/entertainment) were formed to enhance capabilities.
Going Concern Uncertainty
The filing explicitly states a material uncertainty regarding the company's ability to continue as a going concern due to recurring net losses. While a shareholder provided a credit facility of S$737,951 in 2025, this support is expected to end on July 1, 2026. The company relies on its IPO proceeds and future revenue growth to sustain operations.
Key Risks
- Customer Concentration: Customers contributing over 10% of revenue accounted for 59% of total revenue in 2025 (down from 79% in 2024), but reliance on a few key clients remains a significant risk.
- Legal Proceedings: A putative civil class action was filed in March 2026 in New York alleging violations of the Securities Act of 1933, specifically regarding alleged "pump-and-dump" schemes. The company intends to vigorously defend the action.
- Technology and Cybersecurity: The company faces risks related to data security, cyberattacks, and the failure of third-party cloud infrastructure providers. It currently does not maintain cybersecurity insurance.
- Regulatory Compliance: As a Cayman Islands company listed on Nasdaq, the company faces evolving regulatory requirements in the U.S., Singapore, and Vietnam, particularly regarding data privacy and internal controls.
Investor Verification Checklist
- Revenue Sustainability: Verify the trajectory of the new content production unit (BeLive AI Studios) and whether module-based pricing is successfully offsetting the loss of source code and installation revenue.
- Liquidity Runway: Confirm the sufficiency of the S$8.58 million cash balance to cover operating expenses beyond the expiration of the shareholder credit facility in July 2026.
- Legal Exposure: Monitor the status of the March 2026 class action lawsuit regarding alleged market manipulation and its potential financial impact.
- Customer Retention: Assess the stability of the top 5 customers who accounted for 65% of trade receivables and 59% of revenue in 2025.
- Going Concern Status: Review future filings for any updates on the "material uncertainty" regarding the company's ability to continue as a going concern.