6-K
WEBUY GLOBAL LTD (WBUY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2025
Commission File Number: 001-41840
WEBUY GLOBAL LTD
35 Tampines Street 92
Singapore 528880
+65 8859 9762
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
PT Webuy Social Indonesia (“PTWB”), a 95% owned subsidiary of WEBUY GLOBAL LTD (the “Company”), has incurred accounts payable in aggregate amount of US$1,149,651.91 to certain creditors, who designated a few individuals to receive settlement on their behalf. On May 15, 2025, the Company decided to settle the accounts payable on behalf of PTWB by entering into debt settlement and mutual release agreements (the “Agreements”) with those individuals.
Pursuant to the Agreements, on May 19, 2025, the Company issued 164,612 Class A ordinary shares (the “Shares”), valued at US$6.984 per Share, which is 90% of the closing price as reported by Nasdaq on May 14, 2024.
The Company also entered into a registration rights agreement (the “Registration Rights Agreement”), dated May 22, 2025, pursuant to which the Company agreed to register for resale the Class A ordinary shares issuable pursuant to the Agreements with the U.S. Securities and Exchange Commission (the “SEC”) within 45 days from the date of the Registration Rights Agreement.
The foregoing description of the Agreements and the Registration Rights Agreement is only a brief description of the material terms of the transaction documents and does not purport to be a complete description of the rights and obligations of the parties thereunder and such agreements are qualified in their entirety by reference to the full text of such documents, which are attached as Exhibits 10.1 and 10.2, respectively, to this report on Form 6-K.
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EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 10.1 | Form of Debt Settlement Agreement |
| 10.2 | Registration Rights Agreement |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WEBUY GLOBAL LTD | |||
|---|---|---|---|
| Date: May 23, 2025 | By: | /s/ Bin Xue | |
| Name: | Bin Xue | ||
| Title: | Chief Financial Officer |
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Exhibit 10.1
DEBT SETTLEMENT AND MUTUALRELEASE
Dated as of May 15, 2025
This Debt Settlement and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) PT Webuy Social Indonesia (“WSI”), (ii) [appointed individual of the creditors] (iii) WEBUY GLOBAL LTD (“Webuy”). Each of WSI, [appointed individual of the creditor] and Webuy may be referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, Webuy holds 95% equity interest in WSI and WSI is a direct partially-owned subsidiary of Webuy.
WHEREAS, WSI incurred accounts payables to the following creditors in the aggregate amount of US$345,018.46 (the “Debt”):
These balances are as of September 30, 2024:
- Shandong Top-Fresh Fruits and Vegetable Co., Ltd.
Company Reg. No.: 91370613MACU3W8U6Y
Address: No. 108 Dongbao Road, Economic and Technological Development Zone, Laishan District, Yantai City, Shandong Province, China
Amount: US$32,184.80.
- Yantai Donglai Agricultural Development Co., Ltd.
Company Reg. No.: 91370602MADHFMLF49 Address: Room 309-310, Runli Building, No. 3 Huanshan Road, Zhifu District, Yantai City, Shandong Province, China Amount: US$194,072.22
- Xi’an Yuetonglai Agricultural Development Co., Ltd.
Company Reg. No.: 91610124MADT9ENT80 Address: Unit 101202, Block E, Jinzhou Yuyuan, Erqu Subdistrict, Zhouzhi County, Xi'an City, Shaanxi Province, China Amount: US$38,380.00
- Weinan Fruits Star Agricultural Development Co., Ltd.
Company Reg. No.: 91610526MADRQC3J44
Address: No. 219 West Chaoyang Street, Pucheng County, Weinan City, Shaanxi Province, China
Amount: US$80,381.44
WHEREAS, the above creditors have appointed [appointed individual of the creditor], a natural person residing in [location], to receive settlement on their behalf;
WHEREAS, Webuy intends to settle the Debt in the amount of US$[ ] on behalf of WSI by issuing its Class A ordinary shares to [appointed individual of the creditor] as representative of the creditors;
WHEREAS, the Parties now wish to settle the Debt in a total amount of US$[ ] subject to the terms and conditions as set forth herein.
NOW, THEREFORE, in consideration of the premises and of the terms and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
| 1. | Conversion of Debt into Equity Interest. Effective as of the Effective Date, the Parties acknowledge<br>and agree that the Debt is hereby converted into equity interest in Webuy and shall be of no further force or effect and, to the extent<br>payable, shall be deemed paid in full. |
|---|---|
| 2. | Issuance of Shares. Webuy shall issue [ ] Class A ordinary shares, valued at US$6.984 per share<br>(the “Shares”), which is 90% of the closing price as reported by Nasdaq on May 12, 2025, all of which shall be allocated to<br>[appointed individual of the creditor]. The Shares shall be duly authorized, fully paid, non-assessable. The Shares shall be subject to<br>restrictions pursuant to Rule 144 of the Securities Act of 1933, as amended. |
| --- | --- |
| 3. | Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the Parties,<br>on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents,<br>affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees,<br>assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees,<br>legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity,<br>the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release,<br>acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns,<br>successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives,<br>personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”),<br>of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims<br>for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants,<br>controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever,<br>in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other<br>conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have,<br>may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including<br>the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement. |
| --- | --- |
| 4. | Full Satisfaction. Upon issuance of the Shares, the Debt as of the date of such payment shall be<br>deemed fully satisfied. |
| --- | --- |
| 5. | No Action. The Parties covenant and agree not to commence or prosecute any action or proceeding<br>against the other Party based on any claims released by the Parties pursuant hereto. |
| --- | --- |
| 6. | Representation. Webuy represents and warrants as follows: |
| --- | --- |
| (a) | Webuy is a company duly organized, validly existing and in good standing under the laws of the Cayman<br>Islands. |
| --- | --- |
| (b) | Webuy has the full power, authority and legal right to assign and transfer the Debt and to execute, deliver<br>and perform this Agreement. |
| --- | --- |
| (c) | Webuy has duly authorized, executed and delivered this Agreement and, assuming the due authorization,<br>execution and delivery by [ ] and WSI, this Agreement constitutes the legal, valid and binding agreement of Webuy, enforceable in accordance<br>with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium<br>and other laws relating to or affecting the enforcement of creditor’ rights generally and by general principles of equity (regardless<br>of whether such enforcement is considered in a proceeding in equity or at law). |
| --- | --- |
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WSI represents and warrants as follows:
| (a) | WSI is a company duly organized, validly existing and in good standing under the laws of Indonesia. |
|---|---|
| (b) | WSI has the full power, authority and legal right to assign and transfer the Debt to Webuy and to execute,<br>deliver and perform this Agreement. |
| --- | --- |
| (c) | WSI has duly authorized, executed and delivered this Agreement and, assuming the due authorization, execution<br>and delivery by Webuy and [ ], this Agreement constitutes the legal, valid and binding agreement of WSI, enforceable in accordance with<br>its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium<br>and other laws relating to or affecting the enforcement of creditor’ rights generally and by general principles of equity (regardless<br>of whether such enforcement is considered in a proceeding in equity or at law). |
| --- | --- |
| (d) | As of the date hereof, the outstanding principal balance of the Debt is US$ US$[ ] and there is no interest. |
| --- | --- |
[Appointed individual of the creditor] represents and warrant as follows:
| (a) | [appointed individual of the creditor]is natural persons residing in [ ]. |
|---|---|
| (b) | [appointed individual of the creditor]has the full power, authority and legal right to execute, deliver<br>and perform this Agreement. |
| --- | --- |
| (c) | [appointed individual of the creditor]has duly authorized, executed and delivered this Agreement and,<br>assuming the due authorization, execution and delivery by Webuy and WSI, this Agreement constitutes the legal, valid and binding agreement<br>of [appointed individual of the creditor], enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy,<br>insolvency, reorganization, liquidation, receivership, moratorium and other laws relating to or affecting the enforcement of creditor’<br>rights generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or<br>at law). |
| --- | --- |
| (d) | As of the date hereof, the outstanding principal balance of the Debt is US$[ ] and there is no interest. |
| --- | --- |
| 7. | Choice of Law. This Agreement and any documents to be executed in connection herewith shall be<br>delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of New York, and<br>for all purposes shall be construed in accordance with the laws of the State of New York, without giving effect to the choice of law provisions. |
| --- | --- |
| 8. | Amendments; Modifications; Counterparts. This Agreement shall not be modified, amended, supplemented,<br>or otherwise changed except by a writing signed by all Parties. This Agreement may be executed in counterparts. The execution of this<br>Agreement and the transmission thereof by facsimile or e-mail shall be binding on the Party signing and transmitting same by facsimile<br>or e-mail fully and to the same extent as if a counterpart of this Agreement bearing such Party’s original signature has been delivered. |
| --- | --- |
[Signature page follows]
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IN WITNESS WHEREOF, the Parties hereto knowingly and voluntarily executed this Agreement as of the Effective Date.
| WEBUY GLOBAL LTD | |
|---|---|
| By: | /s/ |
| Name: | Bin Xue |
| Title: | Chief Executive Officer and Chairman of the Board |
| PT Webuy Social Indonesia | |
| --- | --- |
| By: | /s/ |
| [Appointed Individual of Creditors] |
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Exhibit 10.2
REGISTRATION RIGHTS AGREEMENT
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of May 22, 2025 (the “Effective Date”) by and among WEBUY GLOBAL LTD, an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), and Gao Chun Ju, Jin Wei, and Wu Chun Xian (each, a “Creditor” and collectively, the “Creditors”). The Company and the Creditors are each referred to herein individually as a “Party” and together as the “Parties.”
RECITALS
A. Pursuant to that certain DebtSettlement and Mutual Release Agreements dated May 15, 2025 (the “Debt Settlement Agreements”), and as authorized by the written resolutions of the Company’s board of directors adopted on May 15, 2025 (the “BoardResolutions”), the Company has agreed to issue, and the Creditors have agreed to accept, an aggregate of 164,612 Class Aordinary shares, par value US$0.0000462 per share (the “Shares”), in full and final satisfaction of US$1,149,651.91 owed by PT Webuy Social Indonesia to the Creditors.
B. In consideration for the Creditors’ entry into the Debt Settlement Agreements, the Company desires to grant, and the Creditors desire to obtain, certain registration rights with respect to the Shares, on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions
Capitalized terms used but not defined elsewhere in this Agreement have the meanings set forth below:
| ● | “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and the rules<br> and regulations promulgated thereunder. |
|---|---|
| ● | “Filing Deadline” means the date that is 45 calendar days after the later of<br> (i) the Effective Date and (ii) the date on which the Shares are first issued to a Creditor<br> pursuant to the Debt Settlement Agreements. |
| --- | --- |
| ● | “Indemnified Party” and “Indemnifying Party” each have the meanings set forth<br> in Section 6. |
| --- | --- |
| ● | “Prospectus”<br> means the prospectus included in any Registration Statement, as amended or supplemented from<br> time to time. |
| --- | --- |
| ● | “Registrable Securities” means (i) all Shares and (ii) any securities issued or issuable as<br> a dividend on, in exchange for, or otherwise in respect of the Shares, until, in each case,<br> such securities have been sold under an effective Registration Statement or may be sold without<br> restriction pursuant to Rule 144 (or any successor rule) under the Securities Act. |
| --- | --- |
| ● | “Registration Period” means the period from the Effective Date until all Registrable Securities<br> have been sold pursuant to an effective Registration Statement or otherwise cease to be Registrable<br> Securities. |
| --- | --- |
| ● | “Registration Statement” means a registration statement of the Company filed with, and declared<br> effective by, the U.S. Securities and Exchange Commission (the “SEC”)<br> covering the resale of the Registrable Securities, including all amendments and supplements<br> thereto. |
| --- | --- |
| ● | “Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and<br> regulations promulgated thereunder. |
| --- | --- |
2. Registration Rights
2.1 Mandatory Registration.
(a) Filing Obligation. The Company shall prepare and file with the SEC one Registration Statement covering all Registrable Securities on Form F-1 (or, if then available to the Company, Form F-3 or any successor form) no later than the Filing Deadline.
(b) Effectiveness Obligation. The Company shall use its commercially reasonable efforts to cause the Registration Statement to be declared effective as soon as practicable, and in any event not later than the date that is 120 calendar days after the Filing Deadline (the “Effectiveness Deadline”).
2.2 Piggy-Back Rights.
If, at any time during the Registration Period, the Company proposes to file with the SEC a registration statement under the Securities Act (other than a registration on Form S-8 or Form S-4, or any successor forms) relating to an underwritten offering of its equity securities for its own account or the account of another security holder, the Company shall, at least ten (10) days prior to such filing, give written notice to each Creditor of its intention to do so. Subject to customary underwriter cut-back provisions (applied pro rata among selling security holders), the Company shall include in such registration statement and in any related underwriting the Registrable Securities that any Creditor requests to be so included.
2.3 Registration Expenses.
The Company shall pay all expenses incident to the performance of, or compliance with, this Agreement, including (i) all SEC, stock exchange, and Financial Industry Regulatory Authority filing fees, (ii) all fees and expenses of compliance with securities or “blue sky” laws, (iii) all printing expenses, (iv) all messenger and delivery expenses, and (v) all fees and expenses of the Company’s independent certified public accountants and counsel. Each Creditor shall bear all discounts, commissions, or fees of underwriters, selling brokers, dealer managers, or similar securities industry professionals applicable to the sale of Registrable Securities by such Creditor and the fees and expenses of any counsel retained by such Creditor.
2.4 Obligations of the Creditors.
Each Creditor shall furnish to the Company such information regarding such Creditor and the distribution of Registrable Securities by such Creditor as the Company may reasonably request in writing to facilitate preparation of any Registration Statement and to comply with applicable law.
3. Rule 144 Reporting
With a view to making available to the Creditors the benefits of Rule 144 promulgated under the Securities Act, the Company covenants that it will (i) for so long as any Registrable Securities remain outstanding, make and keep public information available, as those terms are understood and defined in Rule 144, and (ii) file all reports required under Section 13 or 15(d) of the Exchange Act in a timely manner.
4. Transfer of Registration Rights
The registration rights set forth herein are personal to each Creditor and may be transferred only in connection with a transfer of Registrable Securities to a transferee who agrees in writing to be bound by the terms of this Agreement.
5. Termination
All obligations of the Company with respect to a Creditor shall terminate upon the earlier to occur of (i) the date on which all Registrable Securities held by such Creditor have been sold pursuant to an effective Registration Statement or under Rule 144 without volume or manner-of-sale restrictions, and (ii) the third anniversary of the Effective Date.
6. Indemnification
6.1 Indemnification by the Company.
To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Creditor and its respective officers, directors, partners, members, and controlling persons (each, an “Indemnified Party”) against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or based upon (a) any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus, or any amendment or supplement thereto, or (b) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent the same is based upon information furnished in writing to the Company by such Indemnified Party for inclusion therein.
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6.2 Indemnification by the Creditors.
Each Creditor agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers, and each person who controls the Company within the meaning of the Securities Act, to the same extent as the foregoing indemnity from the Company to the Creditors, but only with respect to information furnished in writing by such Creditor for inclusion in any Registration Statement or Prospectus.
6.3 Indemnification Procedures.
If any proceeding shall be brought or asserted against any Party in respect of which indemnity may be sought hereunder, the indemnified Party shall promptly notify the indemnifying Party in writing, and the indemnifying Party shall assume the defense thereof with counsel reasonably satisfactory to the indemnified Party. An indemnifying Party may not settle any such proceeding without the indemnified Party’s prior written consent, which consent shall not be unreasonably withheld.
7. Miscellaneous
7.1 Governing Law. This Agreement, and all claims or causes of action (whether in contract, tort, or statute) that may be based upon, arise out of, or relate to this Agreement or the negotiation, execution, or performance of this Agreement, shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict-of-laws principles.
7.2 Dispute Resolution. Each Party irrevocably submits to the non-exclusive jurisdiction of the courts of the State of New York located in New York County and the United States District Court for the Southern District of New York for the purpose of any suit, action, or other proceeding arising out of or based upon this Agreement.
7.3 Entire Agreement; Amendments. This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral. This Agreement may be amended, modified, or supplemented only by a written instrument executed by the Company and the holders of a majority-in-interest of the then-outstanding Registrable Securities.
7.4 Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given as set forth in the Debt Settlement Agreements (or, if no such provision exists, upon personal delivery, email transmission (with confirmation of receipt), or three business days after being deposited in the mail, certified mail, return receipt requested, postage prepaid).
7.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic transmission (e.g., PDF or DocuSign) shall be deemed original signatures for all purposes.
7.6 Severability. If any provision of this Agreement is held to be unenforceable or invalid, such provision shall be severed, and the remaining provisions shall remain in full force and effect.
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IN WITNESS WHEREOF, the Parties have executed this Registration Rights Agreement as of the Effective Date.
| COMPANY | |
|---|---|
| Webuy Global Ltd | |
| By: | /s/ Bin Xue |
| Name: | Bin Xue |
| Title: | CEO |
| CREDITORS | |
| --- | --- |
| Gao Chun Ju | |
| Signature: | /s/ Gao Chun Ju |
| Jin Wei | |
| Signature: | /s/ Jin Wei |
| Wu Chun Xian | |
| Signature: | /s/ Wu Chun Xian |
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