Correspondence 0001213900-24-078146 from WEBUY GLOBAL LTD (WBUY)
WEBUY GLOBAL LTD
Date: Sept. 12, 2024 · CIK: 0001946703 · Accession: 0001213900-24-078146
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-281605
Referenced dates: September 9, 2024
Letter
Division of Corporation Finance Office of Trade & Services WEBUY GLOBAL LTD Registration Statement on Form F-1 Filed August 16, 2024 File No. 333-281605
Dear Ms. Beukenkamp:
This letter is in response to the letter from the Staff (the “Staff’”) of the U.S. Securities and Exchange Commission (“Commission”), dated September 9, 2024, in which you provided comments to Registration Statement on Form F-1 (the “Registration Statement”) of WEBUY GLOBAL LTD (the “Company”) submitted to the U.S. Securities and Exchange Commission on August 16, 2024. On the date hereof, the Company has filed with the Commission an Amendment to the Registration Statement on Form F-1 (“Amendment No. 1”). We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.
Registration Statement on Form F-1 filed August 16, 2024
Prospectus Summary
The Offering, page 9
1. Please revise your disclosure here and throughout your registration statement as necessary to accurately reflect the conversion price of the shares issuable upon conversion of the Convertible Note. In this regard, we note that your disclosure here reflects that the conversion price will be 90% of the average of the 3 lowest daily VWAPs during the 20 trading days prior to the payment date selected by the selling shareholder. However, as reflected in the Senior Secured Convertible Promissory Note dated July 25, 2025 filed as Exhibit 10.2 to your Form 6-K filed July 30, 2024, and elsewhere in your prospectus, it appears the conversion price is $0.213 subject to certain adjustments (e.g., stock splits and dividends) and is not dependent on the market price of your outstanding shares. Further, please file the Convertible Note as an exhibit to this registration statement.
RESPONSE: We respectfully advise the Staff that we have revised the disclosure regarding the conversion price throughout Amendment No. 1 to be consistent with the Convertible Note. We further advise the Staff that the securities purchase agreement and the Convertible Note have both been added to the exhibit list to Amendment No. 1.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ BinXue
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CORRESP
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WEBUY GLOBAL LTD
35 Tampines Street 92
Singapore 528880
September 12, 2024
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
Washington, D.C. 20549-4720
Attn: Kate Beukenkamp
Re:
WEBUY GLOBAL LTD
Registration Statement on Form F-1
Filed August 16, 2024
File No. 333-281605
Dear Ms. Beukenkamp:
This letter is in response to the letter from
the Staff (the “Staff’”) of the U.S. Securities and Exchange Commission (“Commission”), dated September
9, 2024, in which you provided comments to Registration Statement on Form F-1 (the “Registration Statement”) of WEBUY GLOBAL
LTD (the “Company”) submitted to the U.S. Securities and Exchange Commission on August 16, 2024. On the date hereof,
the Company has filed with the Commission an Amendment to the Registration Statement on Form F-1 (“Amendment No. 1”). We set
forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.
Registration Statement on Form F-1 filed
August 16, 2024
Prospectus Summary
The Offering, page 9
1. Please revise your disclosure
here and throughout your registration statement as necessary to accurately reflect the conversion price of the shares issuable upon conversion
of the Convertible Note. In this regard, we note that your disclosure here reflects that the conversion price will be 90% of the average
of the 3 lowest daily VWAPs during the 20 trading days prior to the payment date selected by the selling shareholder. However, as reflected
in the Senior Secured Convertible Promissory Note dated July 25, 2025 filed as Exhibit 10.2 to your Form 6-K filed July 30, 2024, and
elsewhere in your prospectus, it appears the conversion price is $0.213 subject to certain adjustments (e.g., stock splits and dividends)
and is not dependent on the market price of your outstanding shares. Further, please file the Convertible Note as an exhibit to this
registration statement.
RESPONSE: We respectfully advise the Staff
that we have revised the disclosure regarding the conversion price throughout Amendment No. 1 to be consistent with the Convertible
Note. We further advise the Staff that the securities purchase agreement and the Convertible Note have both been added to the exhibit list to
Amendment No. 1.
We hope this response has addressed all of the
Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Yarona Yieh, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal,
jye@orllp.legal or yly@orllp.legal.
Sincerely,
/s/ BinXue
Bin Xue
Chairman