WBUY WeBuy Global Ltd

 

As filed with the Securities and Exchange Commission on December 17, 2024

Registration No. 333-         

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

WEBUY GLOBAL LTD

(Exact Name of Registrant as Specified in its Charter)

 

Cayman Islands		N/A
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

 

35 Tampines Street 92
Singapore 528880		201206
(Address of Principal Executive Offices)		(Zip Code)

 

WEBUY GLOBAL LTD 2024 Equity Incentive Plan

(Full Title of the Plan)

 

Cogency Global Inc.

122 East 42nd Street, 18th Floor

New York, NY 10168

(Name and Address of Agent for Service)

 

+1 (800) 221-0102

(Telephone Number, Including Area Code, of Agent for Service)

 

Copy To:

William S. Rosenstadt, Esq.

Mengyi “Jason” Ye, Esq.
Ortoli Rosenstadt LLP
366 Madison Avenue, 3rd Floor
New York, NY 10017
Tel: +1-212-588-0022

Fax: +1-212-826-9307

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

This registration statement (this “Registration Statement”) is filed by WEBUY GLOBAL LTD, a Cayman Islands exempted company to register securities issuable pursuant to the WEBUY GLOBAL LTD 2024 Equity Incentive Plan (as amended and restated, “the 2024 Equity Incentive Plan”). The securities registered hereby consist of 4,200,000 class A ordinary shares of a par value of US$0.000000385 each (the “Class A Ordinary Shares”) of the Registrant, which represent the number of Class A Ordinary Shares that were authorized under the 2024 Equity Incentive Plan. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers an indeterminate number of additional shares which may be offered and issued to prevent dilution from share splits, share dividends or similar transactions as provided in the 2024 Equity Incentive Plan. Any Class A Ordinary Shares covered by an award granted under the 2024 Equity Incentive Plan (or portion of an award) that terminates, expires, lapses or repurchased for any reason will be deemed not to have been issued for purposes of determining the maximum aggregate number of Class A Ordinary Shares that may be issued under the 2024 Equity Incentive Plan.

 

 

PART I

 

INFORMATION REQUIRED IN THE 10(A) PROSPECTUS

 

The documents containing the information specified in “Item 1. Plan Information” and “Item 2. Registrant Information and Employee Plan Annual Information” of Part I of Form S-8 will be sent or given to the participants in the 2024 Equity Incentive Plan as specified by Rule 428(b)(1) of the Securities Act. Such documents are not required to be, and are not, filed with the U.S. Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference herein pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

 

Item 1.

Plan Information.

 

Not required to be filed with this Registration Statement.

 

Item 2.

Registrant Information and Employee Plan Annual Information.

 

Not required to be filed with this Registration Statement.

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3.

Incorporation of Documents by Reference.

 

The following documents, and all documents we subsequently file pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and shall be deemed to be a part hereof from the date of the filing of such documents:

 

(1)

our Annual Report on Form 20-F for the fiscal year ended December 31, 2023, filed with the Commission on April 15, 2024 ;

 

(2)

our current reports on Form 6-K and amendments, furnished to the SEC on December 6, 2023, December 7, 2023, December 14, 2023, January 8, 2024, January 29, 2024, February 1, 2024, February 2, 2024, March 11, 2024, May 2, 2024, May 7, 2024, May 22, 2024, June 13, 2024, July 26, 2024, July 30, 2024, September 17, 2024, November 19, 2024, November 20, 2024 and December 16, 2024;

 

(3)

The description of our Ordinary Shares incorporated by reference in our registration statement on Form 8-A, as amended (File No. 001-41840) filed with the Commission on October 18, 2023, including any amendment and report subsequently filed for the purpose of updating that description; and

 

(4)

all reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the report referred to in (1) above.

 

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed modified or superseded for purposes of this Registration Statement. In addition, this Registration Statement will incorporate by reference all other documents subsequently filed by the Registrant under Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or deregistering all securities then remaining unsold. All those documents will be considered a part of this Registration Statement from the respective dates the Registrant files them. Any statement in a document incorporated or deemed to be incorporated by reference in this Registration Statement will be deemed to be modified or superseded to the extent that a statement contained in this Registration Statement or in any other later filed document that also is or is deemed to be incorporated by reference modifies or supersedes the statement. Any statement modified or superseded will not be deemed, except as modified or superseded, to be a part of this Registration Statement.

 

Item 4.

Description of Securities.

 

Not applicable.

 

Item 5.

Interests of Named Experts and Counsel.

 

Not applicable.

 

 

Item 6.

Indemnification of Directors and Officers.

 

The only statute, charter provision, bylaw, contract, or other arrangement under which any controlling person, director or officer of the Company is insured or indemnified in any manner against any liability which he or she may incur in his or her capacity as such, is as follows:

 

The Cayman Islands law does not limit the extent to which a company’s articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our second amended and restated articles of association provide to the extent permitted by law, we shall indemnify our directors and officers, and their personal representatives, against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such persons, other than by reason of such person’s dishonesty, wilful default or fraud, in or about the conduct of the Company’s business or affairs (including as a result of any mistake of judgment) or in the execution or discharge of his duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such director or officer in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere.  

 

In addition, we intend to enter into indemnification agreements with our directors and executive officers that will provide such persons with additional indemnification beyond that provided in our articles of association.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 7.

Exemption from Registration Claimed.

 

Not applicable.

 

 

Item 8.

Exhibits.

 

Reference is hereby made to the Exhibit Index, which is incorporated herein by reference.

 

Item 9.

Undertakings.

 

A.

The undersigned Registrant hereby undertakes:

 

(1)

To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

 

(a)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(b) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and

 

(c) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

provided, however, that paragraphs (1)(a) and (1)(b) above do not apply if the information required to be included in a post- effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

B.

The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Singapore, Singapore on this 17th day of December 2024.

 

	WEBUY GLOBAL LTD
	By:	/s/ Bin Xue
	Name:	Bin Xue
	Title:	Chief Executive Officer

 

POWER OF ATTORNEY

 

KNOW ALL MEN BY THESE PRESENTS, the undersigned hereby constitute and appoint Bin Xue, his true and lawful attorney-in-facts and agent, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) or supplements to this Registration Statement, or any related registration statement filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Bin Xue		Chairman of the Board of Directors and Chief		December 17, 2024
Bin Xue		Executive Officer (Principal Executive Officer)
/s/ Catherine Ai Lian Phang		Chief Financial Officer		December 17, 2024
Catherine Ai Lian Phang		(Principal Financial and Accounting Officer)
/s/ Michelle Ting Ting Tan		Director		December 17, 2024
Michelle Ting Ting Tan
/s/ William Tat-Nin Chang		Director		December 17, 2024
William Tat-Nin Chang
/s/ Fangqin Lin		Director		December 17, 2024
Fangqin Lin
/s/ Lizhi Qiao		Director		December 17, 2024
Lizhi Qiao

 

 

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

 

Pursuant to the Securities Act of 1933 as amended, the undersigned, the duly authorized representative in the United States of America, has signed this registration statement thereto in New York, NY on December 17, 2024.

 

	Cogency Global Inc.
	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President

 

 

EXHIBIT INDEX

 

Exhibit No.		Description
3.1		Second Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to our registration statement on Form F-1 filed with the SEC on April 17, 2024)
5.1*		Opinion of Conyers Dill & Pearman Ptd. Ltd. regarding the validity of the Class A Ordinary Shares being registered
10.1		WEBUY GLOBAL LTD 2024 Equity Incentive Plan, filed as Exhibit 10.1 to the current report on Form 6-K filed on December 16, 2024 and incorporated by reference herein
23.1*		Consent of Conyers Dill & Pearman Ptd. Ltd. (included in its opinion filed as Exhibit 5.1)
23.2*		Consent of OneStop Assurance PAC
24.1*		Power of Attorney (included on the signature page to this Registration Statement)
107*		Filing fee table

 

*	Filed herewith

 

 

 

II-6

 

Exhibit 5.1

 

	CONYERS DILL & PEARMAN PTE. LTD.
	9 Battery Road
	#20-01 MYP Centre
	Singapore 049910
	T +65 6223 6006
	conyers.com

 

17 December 2024

 

Matter No. 1004468

 

WEBUY GLOBAL LTD

35 Tampines Street 92

Singapore 528880

 

Dear Sir/Madam,

 

Re: WEBUY GLOBAL LTD (the “Company”)

 

We have acted as special Cayman Islands legal counsel to the Company in connection with the Company’s registration statement on Form S-8 filed with the U.S. Securities and Exchange Commission (the “Commission”) on or about the date hereof (the “Registration Statement”, which term does not include any other document or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto), relating to the registration of an aggregate of 4,200,000 class A ordinary shares of par value US$0.000000385 each in the capital of the Company (the “Class A Ordinary Shares”) to be issued pursuant to the Company’s 2024 Equity Incentive Plan adopted on 16 December 2024 (the “Plan”, which term does not include any other instrument or agreement whether or not specifically referred to therein or attached as an exhibit or schedule thereto).

 

1.

DOCUMENTS REVIEWED

 

For the purposes of giving this opinion, we have examined and relied upon copies of the following documents:

 

1.1

a copy of the Registration Statement; and

 

1.2

a copy of the Plan.

 

We have also reviewed copies of:

 

1.3

the written resolutions of all the directors of the Company dated 16 December 2024 (the “Resolutions”);

 

1.4

the second amended and restated memorandum of association and second amended and restated articles of association of the Company adopted on 8 March 2024 (together, the “Memorandum & Articles of Association”);

 

1.5

a Certificate of Good Standing issued by the Registrar of Companies in relation to the Company on 16 December 2024 (the “Certificate Date”); and

 

1.6

such other documents and made such enquiries as to questions of law as we have deemed necessary in order to render the opinion set forth below.

 

 

2

ASSUMPTIONS

 

We have assumed:

 

2.1

the genuineness and authenticity of all signatures and the conformity to the originals of all copies (whether or not certified) examined by us and the authenticity and completeness of the originals from which such copies were taken;

 

2.2

that where a document has been examined by us in draft form, it will be or has been executed and/or filed in the form of that draft, and where a number of drafts of a document have been examined by us all changes thereto have been marked or otherwise drawn to our attention;

 

2.3

the accuracy and completeness of all factual representations made in the Registration Statement, the Prospectus and other documents reviewed by us;

 

2.4

that the Resolutions were passed at one or more duly convened, constituted and quorate meetings or by unanimous written resolutions, will remain in full force and effect and will not be rescinded or amended;

 

2.5

that there is no provision of the law of any jurisdiction, other than the Cayman Islands, which would have any implication in relation to the opinions expressed herein;

 

2.6

that the Memorandum & Articles of Association will not be amended in any manner that would affect the opinions expressed herein;

 

2.7

that upon the issue of any Class A Ordinary Shares by the Company under the Plan, the Company will receive consideration for the full issue price thereof which shall be equal to at least the par value of the Class A Ordinary Shares;

 

2.8

that terms and conditions of any award and the issue of Class A Ordinary Shares thereunder will be authorised and approved by the Committee (as defined in the Plan);

 

2.9

the number of Class A Ordinary Shares which may be delivered pursuant to the Plan are within the limit provided in the Plan;

 

2.10

the validity and binding effect under the laws of the United States of America of the Registration Statement in accordance with its terms and that the Registration Statement will be duly filed with the Commission and have become effective prior to the issue by the Company of any Class A Ordinary Shares under the Plan;

 

2.11

that on the date of issue of any of the Class A Ordinary Shares, the Company will have sufficient authorised but unissued Class A Ordinary Shares in its share capital;

 

2.12

the Company has not taken any action to appoint a restructuring officer; and

 

2.13

that on the date of issue of any award or Class A Ordinary Shares under the Plan the Company is, and after issuing any award or Class A Ordinary Shares under the Plan the Company will be, able to pay its debts.

 

 

3

QUALIFICATIONS

 

3.1

The obligations of the Company in connection with any offer, issuance and sale of any Securities:

 

(a)

will be subject to the laws from time to time in effect relating to bankruptcy, insolvency, liquidation, possessory liens, rights of set off, reorganisation, amalgamation, merger, consolidation, moratorium, bribery, corruption, money laundering, terrorist financing, proliferation financing or any other laws or legal procedures, whether of a similar nature or otherwise, generally affecting the rights of creditors as well as applicable international sanctions;

 

(b)

will be subject to statutory limitation of the time within which proceedings may be brought;

 

(c)

will be subject to general principles of equity and, as such, specific performance and injunctive relief, being equitable remedies, may not be available;

 

(d)

may not be given effect to by a Cayman Islands court, whether or not it was applying foreign laws, if and to the extent they constitute the payment of an amount which is in the nature of a penalty; and

 

(e)

may not be given effect by a Cayman Islands court to the extent that they are to be performed in a jurisdiction outside the Cayman Islands and such performance would be illegal under the laws of that jurisdiction. Notwithstanding any contractual submission to the exclusive or non-exclusive jurisdiction of specific courts, a Cayman Islands court has inherent discretion to stay or allow proceedings in the Cayman Islands against the Company under the Securities if there are other proceedings in respect of those Securities simultaneously underway against the Company in another jurisdiction.

 

3.2

We express no opinion with respect to the issuance of Class A Ordinary Shares pursuant to any provision of the Plan that purports to obligate the Company to issue Class A Ordinary Shares following the commencement of a winding up or liquidation.

 

3.3

We have made no investigation of and express no opinion in relation to the laws of any jurisdiction other than the Cayman Islands. This opinion is to be governed by and construed in accordance with the laws of the Cayman Islands and is limited to and is given on the basis of the current law and practice in the Cayman Islands. This opinion is issued solely for the purposes of the filing of the Registration Statement and is not to be relied upon in respect of any other matter.

 

4

OPINION

 

On the basis of and subject to the foregoing, we are of the opinion that:

 

4.1

The Company is duly incorporated and existing under the laws of the Cayman Islands and, based on the Certificate of Good Standing, is in good standing as at the Certificate Date. Pursuant to the Companies Act (the “Act”), a company is deemed to be in good standing if all fees and penalties under the Act have been paid and the Registrar of Companies has no knowledge that the company is in default under the Act.

 

 

4.2

The Class A Ordinary Shares, when issued and paid for in accordance with the Plan and registered in the register of members of the Company, will be validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holders thereof in connection with the issue thereof).

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not hereby admit that we are experts within the meaning of Section 11 of the Securities Act or that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder.

 

Yours faithfully,

 

/s/ Conyers Dill & Pearman Pte. Ltd.

Conyers Dill & Pearman Pte. Ltd.

 

 

conyers.com | 4

 

Exhibit 23.2

 

	Onestop Assurance PAC
	10 Anson Road
	#06-15 International Plaza
	Singapore 079903
	Email:audit@onestop-ca.com
	Website: www.onestop-ca.com

 

 

Consent of Independent Registered Public Accounting Firm

 

We hereby consent to the incorporation of our report dated April 15, 2024 in the Registration Statement on Form S-8, under the Securities Act of 1933, with respect to the consolidated balance sheets of Webuy Global Limited and subsidiaries (collectively, the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ deficit, and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”).

 

/s/ Onestop Assurance PAC

Onestop Assurance PAC

Singapore

 

December 17, 2024

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

S-8

(Form Type)

 

ESHALLGO INC

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

 

Security Type		Security Class Title		Fee Calculation Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Share (2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Equity		Class A Ordinary Shares, US$0.000000385 par value per share		Rule 457(c) and (h)			4,200,000			$	0.18			$	756,000			$	0.00015310			$	115.75
Total Offering Amounts																						$
Total Fee Offsets																						$	0
Net Fee Due																						$	115.75

 

(1)	This Registration Statement on Form S-8 covers additional shares of Class A Ordinary Shares, US$0.000000385 par value per share of WEBUY GLOBAL LTD (“Registrant”) issuable pursuant to the 2024 Equity Incentive Plan (as amended and restated, the “2024 Equity Incentive Plan”) of the Registrant. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is deemed to cover an indeterminate number of ordinary shares which may be offered and issued to prevent dilution resulting from share splits, share dividends or similar transactions as provided in the 2024 Equity Incentive Plan.
(2)	The proposed maximum offering price per share, which is estimated solely for the purposes of calculating the registration fee under Rule 457(h) and Rule 457(c) under the Securities Act, is based on US$0.18 per Class A ordinary share, the average of the high and low prices for the Registrant’s Class A ordinary share as quoted on the Nasdaq Capital Market on December 13, 2024.

 

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