Webuy Global Ltd 6-K, filed Oct 29, 2025
Webuy Global Ltd (WBUY)
About this 6-K
Webuy Global Ltd filed this 6-K on October 29, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of October
Commission File Number:
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 ☐
SIGNATURES
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: October 29, 2025 | By: | /s/ Bin Xue |
| Name: | Bin Xue | |
| Title: | Chief Executive Officer | |
1
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations for the Six Months Ended June 30, 2025 and 2024 | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2025 and 2024 | |
| 99.3 | Webuy Global Reports Higher Gross Margins Amid Strategic Business Shift in First Half of 2025 | |
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
2
Exhibit 99.1
Results of Operations
The following table sets forth certain operational data for the six months ended June 30, 2025 and 2024:
| Periods Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Revenues | $ | 9,121,016 | $ | 28,154,803 | ||||
| Cost of revenues | (7,984,341 | ) | (25,579,175 | ) | ||||
| Gross profit | 1,136,675 | 2,575,628 | ||||||
| Operating expenses | ||||||||
| Selling and distribution expenses | (890,599 | ) | (1,628,765 | ) | ||||
| General administrative expenses | (7,864,833 | ) | (3,964,173 | ) | ||||
| Loss from operations | (7,618,757 | ) | (3,017,310 | ) | ||||
| Other income | ||||||||
| Other income | 582,021 | 156,325 | ||||||
| Finance costs | (650,164 | ) | (79,543 | ) | ||||
| Total other income (expense), net | (68,143 | ) | (76,782 | ) | ||||
| Loss before income taxes | (7,686,900 | ) | (2,940,528 | ) | ||||
| Income tax expense | - | - | ||||||
| Net Loss | $ | (7,686,900 | ) | $ | (2,940,528 | ) | ||
Revenues
For the six months ended June 30, 2025 and 2024, we derived our revenues primarily from the sales of groceries through our online platform, the Webuy mobile App and the sale of packaged tour. Our breakdown of revenues in terms revenue stream and geographical locations for the six months ended June 30, 2025 and 2024, respectively, is summarized below:
| Periods Ended June 30, | Change | |||||||||||||||||||
| 2025 | % | 2024 | % | (%) | ||||||||||||||||
| USD | USD | |||||||||||||||||||
| Sales of groceries - Singapore | $ | 1,761,338 | 19.31 | $ | 4,793,482 | 17.03 | (63.26 | ) | ||||||||||||
| Sales of groceries - Indonesia | 441,382 | 4.84 | 17,312,921 | 61.49 | (97.45 | ) | ||||||||||||||
| Packaged-tour - Singapore | 5,230,181 | 57.34 | 5,727,466 | 20.34 | (8.68 | ) | ||||||||||||||
| Packaged-tour - Indonesia | 1,688,115 | 18.51 | 313,218 | 1.11 | 438.96 | |||||||||||||||
| Insurance referral - Singapore | - | - | 7,716 | 0.03 | (100.00 | ) | ||||||||||||||
| Total revenues | $ | 9,121,016 | 100.00 | $ | 28,154,803 | 100.00 | (67.60 | ) | ||||||||||||
Total revenue for the six months ended June 30, 2025 was $9.1 million, a decrease of $19.0 million, or 67.6%, compared to $28.2 million for the same period in 2024. The decrease was primarily driven by a 97.5% decline in Indonesian grocery sales, from $17.3 million to $0.4 million, and a 63.3% decline in Singapore grocery sales, from $4.8 million to $1.8 million. These decreases were partially offset by a 438.9% increase in packaged-tour sales in Indonesia, from $0.3 million to $1.7 million, attributable to expanded offerings and stronger market demand.
Reduction in Singapore and Indonesia grocery revenue was primarily due to scaling down operations to minimize operating losses. Increase in Indonesia packaged-tour revenue was mainly driven by strong demand growth in the emerging travel market.
Cost of revenues
Cost of revenue for the six months ended June 30, 2025 and 2024 was approximately $7.98 million and $25.58 million, respectively, representing an decrease of 97.5% and 63.3% as a results of decreased groceries sales in Indonesia and Singapore. The decrease in cost of revenues was in line with the decrease in revenue. Our cost of revenues consists primarily of changes in inventory, direct labor costs (including salaries and benefits) for employees, sub-contractor fees associated with warehouse operations and packing and handling for grocery sales, including freight and delivery charges, costs for transacting with the principal service providers such as airlines and hotels for our new packaged-tour business and cost incurred for our newly opened retail stores in Indonesia.
Our breakdown of cost of revenues for the six months ended June 30, 2025 and 2024, respectively, is summarized below:
| Periods Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Changes in inventory | $ | 1,721,373 | $ | 19,486,448 | ||||
| Direct labor | 182,204 | 205,815 | ||||||
| Packing and handling | 47,260 | 627,535 | ||||||
| Direct costs for packaged-tour | 6,033,504 | 5,259,377 | ||||||
| Total costs of revenue | 7,984,341 | 25,579,175 | ||||||
Gross profit
Gross profit for the six months ended June 30, 2025 amounted to approximately $1.14 million as compared to gross profit of approximately $2.58 million for the six months ended June 30, 2024. Gross profit margin was approximately 12.46% and 9.15% for the six months ended June 30, 2025 and 2024, respectively. The increase in gross margin was primarily due to our strategic focus on higher-margin businesses and the scaling down of lower-margin operations.
During the first half of 2025, the Company continued to gradually transition its focus from grocery operations to the travel segment, which offers stronger growth potential and higher profitability. This strategic shift was driven by the recognition that grocery sales, particularly in Indonesia, historically carried very low margins. As part of this transition, Indonesian grocery sales were significantly reduced, while resources were increasingly allocated to expanding travel services.
In Singapore, grocery sales delivered a gross margin of 19.77% for the period, down from 23.07% in the prior year, reflecting heightened competition and rising costs. Meanwhile, the Singapore travel segment demonstrated improved performance, achieving a gross margin of 15.34% compared to 14.01% in the same period last year. The Indonesia travel segment, though still affected by fluctuations in airline ticket prices, also showed positive momentum, generating a gross profit compared to a loss in the first half of 2024.
2
Management believes this deliberate shift toward higher-margin segments—namely travel services—aligns with both evolving market trends and the Company’s strategic priorities. While external factors such as airfare volatility and consumer demand may continue to influence short-term results, the overall trajectory is expected to remain in line with management’s focus on enhancing long-term profitability.
Operating Expenses
Our operating expenses consist of selling and distribution expenses and general administrative expenses.
Selling and distribution expenses
Selling and distribution expenses for the six months ended June 30, 2025 and 2024 amounted to approximately $0.89 million and $1.63 million, respectively, representing a decrease of approximately $0.74 million or 45.3%.
The decrease was mainly due to sales commission and payment gateway fee decreased for six months ended June 30, 2025.
General administrative expenses
General administrative expenses for the six months ended June 30, 2025 and 2024 amounted to approximately $7.86 million and $3.96 million, respectively, representing an increase of approximately $3.90 million or 98%. The increase was mainly due to (1) An increase in expected credit loss of approximately $4.67 million, which comprised approximately $4.02 million related to note receivables and approximately $0.65 million related to other receivables, reflecting management’s conservative assessment of their collectability, (2) a penalty compensation of $0.3 million arising from the breach of loan covenants triggered by the de-listing event. These increases were partially offset by decreases in staff remuneration of approximately $0.43 million, professional fees of approximately $0.06 million, office expenses of approximately $0.10 million, and foreign exchange losses of approximately $0.50 million.
Total other Income (expense), net
Total other income amounted to approximately $0.58 million for the six months ended June 30, 2025, compared with other income mounted to approximately $0.16 million for the six months ended June 30, 2024. Total other income (expense) mainly comprised of (1) an increase of approximately $0.22 million was primarily attributable to the provision of container delivery services utilizing our available operating team. (2) an increase in the finance costs of approximately $0.57 million which was in line with the earlier settlement of loans for the six months ended June 30, 2025.
Income Tax Expense
We conducted our businesses in Singapore and Indonesia and are subject to tax in these jurisdictions. As a result of its business activities, we file separate tax returns in these countries that are subject to examination by the foreign tax authorities.
No provision for income tax expenses as we did not have taxable profits for the six months ended June 30, 2025 and 2024.
Net Loss
During the six months ended June 30, 2025, we incurred a net loss of approximately $7.69 million, as compared to approximately $2.94 million for the six months ended June 30, 2024. The increase in net loss is primarily attributable to expected credit loss and finance cost increase.
For the six months ended June 30, 2025, our EBITDA (before headquarters costs and expected credit loss provisions) was a loss of approximately US$0.73 million, compared to a loss of approximately US$1.67 million for the six months ended June 30, 2024.
EBITDA refers to loss before tax, depreciation, amortization, finance costs, expenses incurred by the listed holding company, and provisions for expected credit losses.
3
Liquidity and Capital Resources
As of June 30, 2025, the Company’s recurring operating losses and limited cash resources raise substantial doubt about its ability to continue as a going concern. In assessing the going concern assumption, management and the Board considered the following:
| ● | Management expects to see improved cash flows including liquidity and borrowings from future fund-raising activities. The Company’s principal uses of cash have been, and management expects will continue to be, for working capital to support a reasonable increase in our scale of operations as well as for business expansion investments. |
Subsequent to June 30, 2025, the Company successfully raised approximately $3.0 million through an equity placement, which has strengthened its liquidity position and provided additional working capital to support ongoing operations and strategic initiatives.
In addition, the Company signed a term sheet for an equity line of credit and senior convertible note, which, once finalized, will provide further financing flexibility to support future growth and working capital needs.
While the completion of this second financing is subject to final documentation and customary closing conditions, management believes that, together with the recent equity placement, these financing activities will significantly improve the Company’s capital resources and provide the necessary support to execute its strategic plans.
These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
The following table sets forth a summary of our cash flows for the six months ended June 30, 2025 and 2024 indicated:
| Periods Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| USD | USD | |||||||
| Net cash used in operating activities | $ | (2,218,757 | ) | $ | (5,550,605 | ) | ||
| Net cash (used in) / provided by investing activities | (5,526 | ) | 340,092 | |||||
| Net cash (used in) / provided by financing activities | (344,053 | ) | 1,698,449 | |||||
| Net decrease in cash and cash equivalents | (2,568,336 | ) | (3,512,064 | ) | ||||
| Effect of exchange rate changes on balance of cash held in foreign currencies | (668,618 | ) | 174,449 | |||||
| Cash and cash equivalents at the beginning of the period | 4,148,279 | 5,393,848 | ||||||
| Cash and cash equivalents at the end of the period | $ | 911,325 | $ | 2,056,233 | ||||
Cash used in operating activities
For the six months ended June 30, 2025, net cash used in operating activities amounted to approximately $2.2 million primarily resulting from the net loss of approximately $7.69 million, adjusted for non-cash items and changes in working capital. Adjustments for non-cash items consist of the expense items for expect credit loss $4.67 million, amortization of intangible assets to approximately $0.30 million and depreciation of leasehold improvements and equipment and right of use assets of approximately $0.45 million. Changes in working capital included decrease in inventories of approximately $0.07 million, decrease in accounts receivables of approximately $0.55 million, increase in prepaid expenses and other assets of approximately $0.47 million, a decrease in operating lease liability of approximately $0.32 million, decrease in accounts payable of approximately $0.60 million, increase in deferred revenue of approximately $0.71 million, increase in other current liabilities of approximately $0.13 million.
4
For the six months ended June 30, 2024, net cash used in operating activities amounted to approximately $5.55 million primarily resulting from the net loss of approximately $2.94 million, adjusted for non-cash items and changes in working capital. Adjustments for non-cash items consist of the expense items for amortization of intangible assets to approximately $0.34 million and depreciation of leasehold improvements and equipment of approximately $0.58 million. Changes in working capital included decrease in inventories of approximately $0.22 million, increase in accounts receivables of approximately $0.06 million, increase in prepaid expenses and other assets of approximately $5.31 million, a decrease in operating lease liability of approximately $0.32 million, increase in accounts payable of approximately $1.26 million, increase in deferred revenue of approximately $0.37 million, increase in other current liabilities of approximately $0.30 million.
Cash (used in) / provided by investing activities
For the six months ended June 30, 2025, net cash used by investing activities amounted to approximately $0.006 million due to purchase of office equipment.
For the six months ended June 30, 2024, net cash provided by investing activities amounted to approximately $0.34 million due to the receipt from the collection of a promissory note of $3 million, partially offset by the purchase of leasehold improvements and equipment of approximately $(0.16) million and the purchase of a promissory note of $(2.50) million from a third party.
Cash (used in) / provided by financing activities
For the six months ended June 30, 2025, net cash used by financing activities amounted to approximately $0.34 million which primarily consisted of earlier settlement of loan.
For the six months ended June 30, 2024, net cash provided by financing activities amounted to approximately $1.70 million which primarily consisted of net proceeds from the self-underwritten public offering of approximately $2.30 million, partially offset by the repayment of convertible notes of approximately $(0.36) million and the repayment of loan payables of approximately $(0.24) million.
Inflation
Inflation and changing prices have not had a material effect on our business, and we do not expect that inflation or changing prices will materially affect our business in the foreseeable future. However, our management will closely monitor price changes in our industry and continually maintain effective cost control in operations.
Off Balance Sheet Arrangements
As of June 30, 2025 and December 31, 2024, we have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our shareholders.
Critical Accounting Policies and Estimates
Revenue recognition
The Company adopts Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the performance obligation is satisfied.
5
Product revenues
- Performance obligations satisfied at a point in time
The Company primarily sells goods through group orders directly through the Company’s mobile application. The Company accounts for the revenues generated from sales on a gross basis as the Company is acting as a principal in these transactions and is responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. Revenues are measured based on the amount of consideration that the Company expects to receive reduced by sales return and discount. In making this determination, the Company also assesses whether the Company is primarily obligated, subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company recognizes the sales of goods when the control of the specified goods is transferred to customers which is upon delivery of goods to customers. Revenues also exclude any amounts collected on behalf of the third parties, including sales taxes and indirect taxes.
The Company sells goods to customers and the revenues are earned from the cash payment made by customers or customers settle their balances with “Assets”. The Company grants “Assets” upon (i) Cash collected from customers via Webuy mobile APP to top up their e-wallet balance; (ii) Refund to customers’ e-wallet due to order cancellation or products returned from customers; (iii) Commissions payable to Group Leaders for the provision of services to the Company. These “Assets” entitle the holders to offset future purchases. As such, “Assets” are initially recognized and recorded as “Advances from customers” upon the grant and when customers have yet placed the purchase orders to create an underlying sales agreement with the Company. The Company uses the term “Assets” to represent the payment procedures and balances of customers’ user accounts on the Company’s Webuy mobile APP platform.
Until “Assets” are used at the time when customers have placed the purchase orders, “Assets” of customers’ user accounts in the Company’s Webuy mobile APP will be reduced; as for the Company’s book-keeping, the Company reclassifies the “Advance from customers” balance to “Deferred revenue”. “Deferred revenue” is a contract liability that the Company is obligated to transfer goods to customers for which the Company has received consideration (or the amount is due) from customers in the form of cash or “Assets”. The balance of “Deferred revenue” represents unfulfilled performance obligations in the sales agreement, i.e. products that have not yet been delivered. Once the related products have been delivered, the amount in “Deferred revenue” account is shifted to a revenue account.
The revenue deferred from the year ended December 31, 2024, and 2023 which was recognized as income during the six months ended June 30, 2025 and 2024 was $2,131,361 and $1,829,730, respectively.
Packaged-tour revenue
- Performance obligations satisfied at a point in time
Within each contract, the Company identify whether it is principal or agent at the performance obligation level. In arrangements where the Company has substantive control over the service before transferring it to the customer and is primarily responsible for integrating the services into the final deliverables, the Company acts as principal. The Company’s revenue on the sale of packaged-tour is reported as a gross basis, that is, the amounts billed to the customer are recorded as revenues, and amounts paid to travel supplier (such as airlines, hotels, travel buses, etc.) are recorded as cost of revenues. The Company is principal in accordance with ASC paragraphs 606-10-55-36 through 55-40 because the Company controls the packaged-tour including the underlying travel services before the services are transferred to the customer. The control is evidenced by the Company being primarily responsible to its customer and is having a level of discretion in establishing pricing.
The Company operates as a single operating segment including product revenue from the sale of goods, which represent 24% of the Company’s revenues, and sale of packaged tour, which represent 76% of the Company’s revenues. Due to the integrated structure of the Company’s business, the sale of goods revenue and sale of packaged tour revenue are combined with each other. The Company’s chief operating decision maker, its Chief Executive Officer, reviews financial information on an aggregate basis for the purposes of allocating resources and evaluating financial performance. The Company’s primary operations are in Singapore and Indonesia, and it has derived substantially all of its revenue from sales to customers in these jurisdictions.
6
In accordance with ASC 280-10-50-40, the Company’s disaggregation information of revenues by each product and service or each group of similar product and service type which were recognized based on the nature of performance obligation disclosed above was as follows:
| For the six months ended June 30, | ||||||||||||||||
| Product/Service Type | 2025 | Percentage of Total revenue | 2024 | Percentage of Total revenue | ||||||||||||
| Food and beverage | $ | 1,372,113 | 15.04 | % | $ | 14,341,959 | 50.93 | % | ||||||||
| Fresh produce | 800,142 | 8.77 | % | 7,739,563 | 27.49 | % | ||||||||||
| Lifestyle and other personal care items | 30,465 | 0.33 | % | 24,881 | 0.09 | % | ||||||||||
| Packaged-tour | 6,918,296 | 75.85 | % | 6,040,684 | 21.46 | % | ||||||||||
| Insurance referral | - | - | % | 7,716 | 0.03 | % | ||||||||||
| Total | $ | 9,121,016 | 100 | % | $ | 28,154,803 | 100.00 | % | ||||||||
Revenues classified by the geographic areas in which the customers were located was as follows:
| For the six months ended June 30, | ||||||||||||||||
| Country | 2025 | Percentage of Total revenue | 2024 | Percentage of Total revenue | ||||||||||||
| Singapore | $ | 6,991,519 | 77 | % | $ | 10,528,664 | 37 | % | ||||||||
| Indonesia | 2,129,497 | 23 | % | 17,626,139 | 63 | % | ||||||||||
| Total | $ | 9,121,016 | 100 | % | $ | 28,154,803 | 100 | % | ||||||||
During the six months ended June 30, 2025 and 2024, all revenues were generated from third parties.
Recent accounting pronouncements
All new standards and amendments that are effective for annual reporting period commencing January 1, 2025 have been applied by the Company for the six months ended June 30, 2025. The adoption did not have material impact on the unaudited interim consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2025, and they have not been early adopted by the Company in preparing these unaudited interim consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the unaudited interim consolidated financial statements of the Company.
7
Exhibit 99.2
WEBUY GLOBAL LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other assets | ||||||||
| Note receivable | ||||||||
| Amount due from related parties | ||||||||
| Total current assets | ||||||||
| Non-current Assets | ||||||||
| Leasehold improvements and equipment, net | ||||||||
| Right of use assets – operating lease | ||||||||
| Intangible assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Deferred revenue | ||||||||
| Other current liabilities | ||||||||
| Amount due to a related party | ||||||||
| Loans payable | ||||||||
| Convertible notes payable | ||||||||
| Operating lease liability | ||||||||
| Total Current Liabilities | ||||||||
| Non-current Liabilities | ||||||||
| Loans payable | ||||||||
| Operating lease liability | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ Equity | ||||||||
| Ordinary stock ( | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ||||||
| Total Shareholders’ Equity to shareholders of Webuy Global Ltd | ||||||||
| Deficit attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-1
WEBUY GLOBAL LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ||||
| General administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income | ||||||||
| Other income | ||||||||
| Finance costs | ( | ) | ( | ) | ||||
| Total other (expense) income, net | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Less: Net loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Net loss attributable to shareholders of Webuy Global Ltd | $ | ( | ) | $ | ( | ) | ||
| Net loss | ( | ) | ( | ) | ||||
| Foreign currency translation | ( | ) | ||||||
| Comprehensive loss | ( | ) | ( | ) | ||||
| Less: Comprehensive (loss) income attributable to non-controlling interests | ( | ) | ||||||
| Comprehensive loss attributable to shareholders of Webuy Global Ltd | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per ordinary share | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average number of ordinary shares outstanding | ||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-2
WEBUY GLOBAL LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| Ordinary Shares | Accumulated | |||||||||||||||||||||||||||||||
| Number of Shares | Amount ($0.000000385 par before share consolidation 120:1 and $0.0000462 par after share consolidation 120:1) | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive (loss) Income | Deficit to Ordinary Shareholders | Non- controlling Interests | Total Deficit | |||||||||||||||||||||||||
| Balance as at December 31, 2023 | $ | | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Issuance of shares through private placements | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of shares for convertible notes conversion | ||||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||
| Balance as at June 30, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Balance as at December 31, 2024 | $ | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Issuance of shares | - | - | - | - | ||||||||||||||||||||||||||||
| Issuance of shares for convertible notes conversion (before share consolidation 120:1) | - | - | - | |||||||||||||||||||||||||||||
| Share consolidation (120:1) | ( | ) | - | - | - | - | - | - | - | |||||||||||||||||||||||
| Issuance of shares for convertible notes conversion (after share consolidation 120:1) | - | - | - | |||||||||||||||||||||||||||||
| Issuance of shares for conversion of debt to equity | - | - | - | |||||||||||||||||||||||||||||
| Net loss | - | - | - | ( | ) | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Foreign currency translation | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance as at June 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | $ | |||||||||||||||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-3
WEBUY GLOBAL LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts expressed in US dollars (“$”))
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of intangible assets | ||||||||
| Depreciation of leasehold improvements and equipment and right of use assets | ||||||||
| Provision for expected credit loss on note receivable | ||||||||
| Provision for expected credit loss on prepaid expenses and other assets | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Deferred revenue | ||||||||
| Other current liabilities | ||||||||
| Amount due from/to related parties | ( | ) | ( | ) | ||||
| Net Cash used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchase of leasehold improvements and equipment | ( | ) | ( | ) | ||||
| Receipt from the collection of a promissory note | ||||||||
| Purchase of a promissory note | ( | ) | ||||||
| Net Cash (used in) / provided by Investing Activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from private placements | ||||||||
| Repayment of loan payables | ( | ) | ( | ) | ||||
| Net Cash (used in) / provided by Financing Activities | ( | ) | ||||||
| Effect of Exchange Rate Changes on Cash | ( | ) | ||||||
| Net changes in cash | ( | ) | ( | ) | ||||
| Cash at beginning of the period | ||||||||
| Cash at end of the period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Financing Information: | ||||||||
| Settlement of convertible notes payable through the issuance of shares | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-4
WEBUY GLOBAL LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2025 AND 2024
(Amounts expressed in US dollars (“$”) except for numbers of shares)
Note 1. Organization, Description of Business and Going Concern
Webuy Global Ltd (“Webuy”)
was incorporated on
Webuy Global Ltd and subsidiaries (the “Company”) is an emerging Southeast Asian (“SEA”) community-oriented e-Commerce retailor (“Community E-Commerce Retailor”) with a focus on grocery and travel. Community e-commerce is a deepened extension form of e-commerce, where social media users with mutual interest and like-minded behavior are connected, forming a community group within a network through online medium. The Company’s mission is to make social shopping a new lifestyle for consumers and to empower consumers’ purchases with an efficient cost-saving purchasing model.
Since May 2022, the Company has successfully expanded into the travel sector by introducing group tours, cruises, and free-and-easy travel packages tailored to post-pandemic demand, leveraging our existing community networks. In December 2024, we launched Micky1.0, our proprietary AI-powered travel assistant on WhatsApp, offering real-time multilingual recommendations, quotes, and itinerary planning, further enhancing the digital travel experience. In October 2023, we officially launched our Online-to-Offline (“O2O”) business model via a franchise system, combining digital engagement with physical storefronts under the Juci Jus and Buah Kita brands. These outlets offer fresh juices, fruit coffee, and curated snacks. The Company also introduced premium fruit gift series Golden 1 and the Sing Select gifting line, alongside new verticals such as NMN healthcare products, and an insurance referral program—further reinforcing our transformation into a lifestyle-driven community commerce platform.
Share Swap Agreement
On August 29, 2022, the Company closed a share
swap agreement (the “Share Swap”) between New Retail International Pte Ltd. (“New Retail”), which is a private
company with limited liability under Singapore law and its shareholders. Under the Share Swap, the Company acquired
Reorganization
The Share Swap between Webuy and New Retail is considered as a merger of entities under common control. Under the guidance in ASC 805, for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Swap, which required retrospective combination of Webuy and New Retail for all periods presented.
F-5
Corporate Structure
Details of the Company and subsidiaries as of June 30, 2025 are set out below:
| Name | Incorporation Date | Percentage of effective ownership | Place of Incorporation | Fiscal Year | Principal Activities | |||||||
| Webuy Global Ltd | ||||||||||||
| New Retail International Pte Ltd | % | |||||||||||
| PT Webuy Social Indonesia | % | |||||||||||
| The Shopaholic Bear Pte Ltd | % | |||||||||||
| Bear Bear Pte Ltd | % | |||||||||||
| Webuy Travel Pte. Ltd. | % | |||||||||||
| PT Buah Kita Retail | % | |||||||||||
| PT Webuy Travel Indonesia | % | |||||||||||
| Webuy Advisory Pte Ltd | % | |||||||||||
| PT Travel With Webuy | % | |||||||||||
| PT Webuy Prime Indonesia | % | |||||||||||
Going concern
As of June 30, 2025, the Company’s operating losses raise substantial doubt about the Company’s ability to continue as a going concern. In assessing the going concern, management and the Board has considered the following:
| ● | Management expects to see improved cash flows including liquidity and borrowings from future fund-raising activities. The Company’s principal uses of cash have been, and management expects will continue to be, for working capital to support a reasonable increase in our scale of operations as well as for business expansion investments. |
No assurance can be provided that these additional financings will be available on acceptable terms or at all. If management is unable to execute this plan, there would likely be a material adverse effect on the Company’s business. These consolidated financial statements have been prepared on a going concern basis, which assumes that the Company will be able to continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.
F-6
Note 2. Summary of Signification Accounting Policies
The accounting policies applied for the six months ended June 30, 2025 and 2024 are consistent with those of the audited consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, as described in those audited consolidated financial statements, except for the adoption of any new and amended accounting principles generally accepted in the United States of America (“US GAAP”) effective after the year ending December 31, 2024 which are relevant to the preparation of the June 30, 2025 unaudited interim consolidated financial statements.
Basis of presentation and consolidation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Article 10 of Regulation S-X. These statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2024, 2023 and 2022, which have been prepared in accordance US GAAP. The unaudited interim consolidated financial statements have been prepared on a historical cost basis. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited interim consolidated financial statements. The results of operations for the six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2025.
The unaudited interim consolidated financial statements include the financial statements of the Company and all its majority-owned subsidiaries from the dates they were incorporated. All intercompany balances and transactions have been eliminated in consolidation.
All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD.
Use of estimates
The preparation of the unaudited interim consolidated financial statements in conformity with US GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and judgments.
In preparing the unaudited interim condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2024, 2023 and 2022.
Cash and cash equivalents
Cash is carried at cost and represents cash on hand and bank deposits. Cash equivalents consist of funds received from customers, which funds were held at the third-party platform’s fund account, and which are unrestricted and immediately available for withdrawal and use.
Foreign currencies translation and transactions
The reporting currency of the Company is United States Dollar (“USD”) and the accompanying unaudited interim consolidated financial statements have been expressed in “$”. In addition, the Company’s subsidiaries are operating in Singapore and Indonesia and maintains its books and records in its local currency, Singapore Dollar (“SGD”) and Indonesia Rupiah (“IDR”), respectively, which are the functional currency as being the primary currency of the economic environment in which their operations are conducted.
F-7
Accounts receivable
Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable.
For the six months ended June 30, 2025 and the
year ended December 31, 2024, the Company recognized provision for expected credit losses of approximately and $
Share-based compensation
ASC 718 “Compensation — Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
Share-based compensation amounted to approximately
and $
Inventory
Inventories which comprise mainly of merchandise products sold through the Company’s e-commerce business platform are primarily accounted for using the first-in-first-out (“FIFO”) method of accounting. Inventories are measured at the lower of cost and net realizable value. The Company estimates the net realizable value of inventories based on an assessment of expected sales prices. Demand levels and pricing competition could change from time to time. If such factors result in an adverse effect on the Company’s products, the Company might be required to reduce the value of its inventories. There is allowance of obsolete stocks recognized during the six months ended June 30, 2025 and 2024, respectively.
Intangible assets
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Software, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.
Intangible assets with finite useful lives are amortized over the estimated economic lives of the intangible assets as follows:
| Types of intangible assets | The estimated useful lives of the intangible assets | |||
| Applications development | ||||
| Software |
Leasehold improvements and equipment, net
Leasehold improvements and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance and repairs are charged to expense; major additions to physical properties are capitalized.
F-8
Depreciation of leasehold improvements is provided
using the straight-line method over the shorter of the remaining lease term or their estimated useful lives. Except for leasehold improvements,
depreciation of equipment is computed using the straight-line method over the estimated useful lives of the assets with no residual value.
| Useful life | ||
| Motor vehicles | ||
| Office equipment | ||
| Furniture and fittings | ||
| Computer | ||
| Warehouse equipment | ||
| Machinery equipment | ||
| Leasehold improvements |
Impairment of Intangible and Long-Lived Assets
The Company tests its intangible and long-lived assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates.
The Company conducted an impairment assessment and concluded that the estimated recoverable amounts of its long-lived assets exceeded their carrying values. This conclusion was supported by the positive projected future cash flows and overall asset recoverability at the Group level. As a result, no impairment charge was recognized.
Leases
A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. The Company records the lease expenses on a straight-line basis over the lease term.
Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.
Accounts payables and other current liabilities
Accounts payable and other current liabilities are liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method. They are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Convertible notes payable
The Company accounted for these Notes as a single liability-classified instrument measured at amortized cost due to the adoption of ASU 2020-06. ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The Company has presented these Notes in current liabilities in the accompanying balance sheets.
Revenue recognition
The Company adopts Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the performance obligation is satisfied.
F-9
Product revenues
- Performance obligations satisfied at a point in time
The Company primarily sells goods through group orders directly through the Company’s mobile application. The Company accounts for the revenues generated from sales on a gross basis as the Company is acting as a principal in these transactions and is responsible for fulfilling the promise to provide the specified goods, which the Company has control of the goods and has the ability to direct the use of goods to obtain substantially all the benefits. Revenues are measured based on the amount of consideration that the Company expects to receive reduced by sales return and discount. In making this determination, the Company also assesses whether the Company is primarily obligated, subject to inventory risk, has latitude in establishing prices, or has met several but not all of these indicators in accordance with ASC 606-10-55-36 through 40. The Company recognizes the sales of goods when the control of the specified goods is transferred to customers which is upon delivery of goods to customers. Revenues also exclude any amounts collected on behalf of the third parties, including sales taxes and indirect taxes.
The Company sells goods to customers and the revenues are earned from the cash payment made by customers or customers settle their balances with “Assets”. The Company grants “Assets” upon (i) Cash collected from customers via Webuy mobile APP to top up their e-wallet balance; (ii) Refund to customers’ e-wallet due to order cancellation or products returned from customers; (iii) Commissions payable to Group Leaders for the provision of services to the Company. These “Assets” entitle the holders to offset future purchases. As such, “Assets” are initially recognized and recorded as “Advances from customers” upon the grant and when customers have yet placed the purchase orders to create an underlying sales agreement with the Company. The Company uses the term “Assets” to represent the payment procedures and balances of customers’ user accounts on the Company’s Webuy mobile APP platform.
Until “Assets” are used at the time when customers have placed the purchase orders, “Assets” of customers’ user accounts in the Company’s Webuy mobile APP will be reduced; as for the Company’s book-keeping, the Company reclassifies the “Advance from customers” balance to “Deferred revenue”. “Deferred revenue” is a contract liability that the Company is obligated to transfer goods to customers for which the Company has received consideration (or the amount is due) from customers in the form of cash or “Assets”. The balance of “Deferred revenue” represents unfulfilled performance obligations in the sales agreement, i.e. products that have not yet been delivered. Once the related products have been delivered, the amount in “Deferred revenue” account is shifted to a revenue account.
The revenue deferred from the year ended December
31, 2024, and 2023 which was recognized as income during the six months ended June 30, 2025 and 2024 was $
Packaged-tour revenue
- Performance obligations satisfied at a point in time
Within each contract, the Company identify whether it is principal or agent at the performance obligation level. In arrangements where the Company has substantive control over the service before transferring it to the customer and is primarily responsible for integrating the services into the final deliverables, the Company acts as principal. The Company’s revenue on the sale of packaged-tour is reported as a gross basis, that is, the amounts billed to the customer are recorded as revenues, and amounts paid to travel supplier (such as airlines, hotels, travel buses, etc.) are recorded as cost of revenues. The Company is principal in accordance with ASC paragraphs 606-10-55-36 through 55-40 because the Company controls the packaged-tour including the underlying travel services before the services are transferred to the customer. The control is evidenced by the Company being primarily responsible to its customer and is having a level of discretion in establishing pricing.
F-10
The Company operates as a single operating segment
including product revenue from the sale of goods, which represent
In accordance with ASC 280-10-50-40, the Company’s disaggregation information of revenues by each product and service or each group of similar product and service type which were recognized based on the nature of performance obligation disclosed above was as follows:
| For the six months ended June 30, | ||||||||||||||||
| Product/Service Type | 2025 | Percentage | 2024 | Percentage | ||||||||||||
| Food and beverage | $ | % | $ | % | ||||||||||||
| Fresh produce | % | % | ||||||||||||||
| Lifestyle and other personal care items | % | % | ||||||||||||||
| Packaged-tour | % | % | ||||||||||||||
| Insurance referral | % | % | ||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
Revenues classified by the geographic areas in which the customers were located was as follows:
| For the six months ended June 30, | ||||||||||||||||
| Country | 2025 | Percentage | 2024 | Percentage | ||||||||||||
| Singapore | $ | % | $ | % | ||||||||||||
| Indonesia | % | % | ||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
During the six months ended June 30, 2025 and 2024, all revenues were generated from third parties.
F-11
Cost of revenue
Costs are recognized when incurred. Cost of revenue consists of direct labor, materials, freight charges and other direct costs.
Recent Accounting Pronouncements
All new standards and amendments that are effective for annual reporting period commencing January 1, 2025 have been applied by the Company for the six months ended June 30, 2025. The adoption did not have material impact on the unaudited interim consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2025, and they have not been early adopted by the Company in preparing these unaudited interim consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the unaudited interim consolidated financial statements of the Company.
Note 3. Accounts receivable
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Trade receivables | $ | $ | ||||||
| Provision for expected credit loss | ( | ) | ( | ) | ||||
| Exchange rate difference | ||||||||
| $ | $ | |||||||
For the six months ended June 30, 2025 and the
year ended December 31, 2024, the Company recognized provision for expected credit losses of approximately and $
Note 4. Prepaid expenses and other assets
At June 30, 2025 and December 31, 2024, prepayment and other current assets consisted of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Prepayment | $ | $ | ||||||
| Advance to suppliers | ||||||||
| Deposits | ||||||||
| Other receivables | ||||||||
| Provision for expected credit loss | ( | ) | ( | ) | ||||
| Exchange rate difference | ( | ) | ||||||
| $ | $ | |||||||
The prepayment includes payments of IT services, advertisement expenses, insurance premiums, rental expenses, travel package costs, consultancy fees and professional fees. The deposits are mainly related to refundable deposits paid for business acquisitions, equipment, office and warehouse security deposit.
For the six months ended June 30, 2025 and the
year ended December 31, 2024, the Company recognized provisions for expected credit losses of approximately $
Note 5. Note receivable
On January 5, 2024, the same third party issued
another unsecured promissory note to the Company, pursuant to which the Company lent a principal amount of $
As of June 30, 2025, we recorded a cumulative
expected credit loss of $
F-12
Note 6. Leasehold improvements and Equipment
At June 30, 2025 and December 31, 2024, leasehold improvements and equipment consisted of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Motor vehicles | $ | $ | ||||||
| Office equipment | ||||||||
| Furniture and fittings | ||||||||
| Warehouse equipment | ||||||||
| Machinery equipment | ||||||||
| Leasehold improvements | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Leasehold improvements and equipment, net of accumulated depreciation | $ | $ | ||||||
Depreciation expense of leasehold improvements
and equipment for the six months ended June 30, 2025 and 2024 were $
During the six months ended June 30, 2025 and
2024, the Company purchased assets of $
The motor vehicles with a net carrying amount
of $
Note 7. Right of use assets and operating lease liability
Operating lease
The Company has entered into commercial operating
leases for the use of offices and warehouses as lessee. These leases have varying terms, escalation clauses and renewal rights. On February
28, 2023, the Company entered into a new lease agreement for a lease term of five years for a four-story office and warehouse facility
in Singapore. The Company is committed to pay a total rental fee of approximately $
Information pertaining to lease amounts recognized in the unaudited interim consolidated financial statements is summarized as follows:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Leasehold buildings | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| ROU assets, net of accumulated amortization | $ | $ | ||||||
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Lease costs: | ||||||||
| Operating lease costs | $ | $ | ||||||
| Short-term lease costs | ||||||||
| Total lease costs | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Right-of-use obtained in exchange for new operating lease liabilities | ||||||||
| Weighted-average remaining lease term (years): | ||||||||
| Operating leases | ||||||||
F-13
As of June 30, 2025 and December 31, 2024, the
weighted-average discount rate for operating leases was
| Operating leases | ||||
| Periods Ended June 30, | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Total operating lease payment | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of operating lease liabilities | ||||
| Operating lease liabilities – current | $ | ( | ) | |
| Operating lease liabilities – non-current | $ | |||
Note 8. Intangible assets
At June 30, 2025 and December 31, 2024, intangible assets consisted of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Software | $ | $ | ||||||
| Application development | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net of accumulated amortization | $ | $ | ||||||
Based on the carrying value of definite-lived intangible assets as of June 30, 2025, the Company estimates its amortization expense for following years will be as follows:
| Amortization expense | ||||
| Periods Ended June 30, | ||||
| 2025 | $ | |||
| 2026 | ||||
| 2027 | ||||
| Total amortization expense | $ | |||
Amortization expense of intangible assets for
the six months ended June 30, 2025 and 2024 were $
F-14
Note 9. Other current liabilities
At June 30, 2025 and December 31, 2024, other current liabilities consisted of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Accrued expenses (a) | $ | $ | ||||||
| Advance from customers (b) | ||||||||
| Other payables (c) | ||||||||
| $ | $ | |||||||
| (a) |
| (b) |
| (c) |
Note 10. Loans payable
At June 30, 2025 and December 31, 2024, loans payable consisted of the following:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Hire purchases - Motor Vehicle | $ | $ | ||||||
| Short-term loan | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Long-term loans payable | $ | $ | ||||||
On August 27, 2020, the Company acquired a motor vehicle pursuant to a hire purchase financing arrangement.
For the six months ended June 30, 2025 and 2024,
the Company recorded aggregate $
During the year ended December 31, 2024, the Company
disposed of a vehicle that was previously acquired under a hire purchase (finance lease) arrangement. The asset, which had an original
cost of $
On December 12, 2022, the Company entered
into a loan agreement (“Short-term loan I”) with a third party whereby the Company borrowed $
On May 28, 2024 and June 18, 2024, the Company
entered into a loan agreement (“Short-term loan II”) with two third parties, each amounting to US$
F-15
Note 11. Related Party Transactions
Amount due from related parties
As of June 30, 2025 and December 31, 2024,
the Company recorded amount due from GBuy Global Pte Ltd, a shareholder of the Company of $
As of June 30, 2025 and December 31, 2024,
the Company recorded amount due from Webuy Talent Ltd (“Webuy Talent”) of $
Amount due to a related party
The transactions amount due to a related party are as of the following:
| June 30, 2025 | December 31, 2024 | |||||||
| Beginning of the years January 1 | $ | $ | ||||||
| Exchange difference | ( | ) | ||||||
| Periods ended June 30 | $ | $ | ||||||
As of June 30, 2025 and December 31, 2024,
the Company recorded amount due to Mr. Bin Xue, Chief Executive Officer and Chairman of the Board of Director of the Company of $
Note 12. Convertible Notes Payables
As of December 31, 2024, the carrying value of
convertible notes payable was the aggregate principal amount of the Notes of $
During the six months ended June 30, 2024, two
of the Note bearers elected to convert their Note balances in an aggregate amount of $
During the six months ended June 30, 2025, two
of Note holders elected to convert their outstanding Note balances in an aggregate principal amount of $
For the six months ended June 30, 2025 and 2024,
interest expenses of $
Note 13. Equity
Authorized Shares
As of June 30, 2025, the Company has
F-16
Ordinary Shares
On April 30, 2024, the Company registered a self-underwritten
public offering (“Offering”) of up to
On May 6, 2024, the Company issued
On March 21, 2025, the Company held an Extraordinary General Meeting (“EGM”), at which the shareholders approved and effected a one-for-three (1-for-3) consolidation of the Company’s issued and unissued ordinary shares. As a result of the consolidation:
| ● | The Company’s authorized share capital
of US$ |
| ● | Immediately following the consolidation, the
Company effected a diminution of its authorized but unissued share capital by canceling 0.666 authorized but unissued Class B ordinary
shares (par value US$ |
Following the diminution, the Company’s
authorized share capital was US$
| ● |
| ● |
Note 14. Income tax
Income tax expense comprises current and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive loss.
Cayman Islands
The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.
Singapore
Subsidiaries incorporated in Singapore are subject
to the Singapore Corporate Tax rate of
Indonesia
Domestic statutory corporate income tax rate in
Indonesia is
A reconciliation of the expected income tax benefits to the actual income tax provision is as follows:
| June 30, | June 30, | |||||||
| 2025 | 2024 | |||||||
| Net loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| Income tax benefits attributable to net income at Singapore statutory rate of | ( | ) | ( | ) | ||||
| Effect of different tax rates in other jurisdictions | ( | ) | ( | ) | ||||
| Non-deductible expenses | ||||||||
| Unrecognized deferred tax asset | ||||||||
| Total tax provision | $ | $ | ||||||
| * |
F-17
The components of the deferred tax assets are as follows:
| June 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Tax loss carry forwards | $ | $ | ||||||
| Deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | $ | $ | ||||||
According to Singapore Income Tax Act, due to
change of ownership in New Retail, the tax losses carry forwards of $
Note 15. Government Grants
Under The Wage Credit Scheme (“WCS”)
introduced by the Singapore government, the Singapore government will co-fund
Under The Jobs Support Scheme (“JSS”)
introduced by the Singapore government, depending on the business sectors, employers that are entitled to JSS will be subsidized from
Under the Senior Employment Credit (“SEC”),
the Singapore government provides wage offsets to employers who hire senior Singaporean employees aged 55 and above. The SEC supports
up to
These government grants in aggregate amount of
$
Note 16. Concentrations and Risks
Concentrations
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.
There was no single customer who represent 10% or more of the Company’s total revenue for six months ended June 30, 2025 and 2024.
No single supplier represented 10% or more of
the Company’s total purchases for the six months ended June 30, 2025 and 2024.
| June 30, 2025 | % accounts payable | December 31, 2024 | % accounts payable | |||||||||||||
| Company A | $ | % | $ | % | ||||||||||||
| Company B | % | % | ||||||||||||||
| Company C | $ | % | % | |||||||||||||
| $ | % | % | ||||||||||||||
None of the customers which accounted for 10% or more of accounts receivable.
F-18
Credit Risk
Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of trade and other receivables (exclude prepayments) and cash and bank deposits presented on the consolidated balance sheets. The Company has no other financial assets which carry significant exposure to credit risk.
Foreign Currency Risk
The Company operates in multiple markets, which exposes it to the effects of fluctuations in currency exchange rates as it reports its financials and key operational metrics in USD. The Company earns revenue denominated in local currencies of Southeast Asia. The Company generally incur expenses for employee compensation and other operating expenses in the local currencies in the markets in which it operates. Fluctuations in the exchange rates among the various currencies that the Company uses could cause fluctuations in its operational and financial results.
Note 17. Commitments and Contingencies
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In the opinion of management of the Company, there were no pending or threatened claims and litigation as of June 30, 2025 and through the date of the release of these unaudited interim consolidated financial statements.
Note 18. Subsequent Events
The Company evaluated all events or transactions that occurred subsequent to June 30, 2025, through the date of release of these unaudited interim consolidated financial statements, and has determined that there are no subsequent events that require disclosure or recognition in the financial statements except for the below:
On July 30, 2025, the Company entered into a Securities
Purchase Agreement to offer, on a best-efforts basis, up to US$
There is no minimum offering amount. Upon completion,
the Company’s issued share capital will consist of
F-19
Exhibit 99.3
Webuy Global Reports Higher Gross Margins Amid Strategic Business Shift in First Half of 2025
Singapore – October 29, 2025 – Webuy Global Ltd (Nasdaq: WBUY) (“Webuy” or the “Company”), a Southeast Asian community e-commerce retailer, today provided a business update and announced its interim financial results for the six months ended June 30, 2025.
Vincent Xue Bin, Chief Executive Officer and Co-Founder of Webuy, stated, “I am pleased to report that, despite a challenging environment, we sustained momentum in our higher-margin businesses during the first half of 2025. Revenue for the six months ended June 30, 2025 was $9.1 million, compared to $28.2 million in the prior-year period. The decline was mainly due to the planned scale-down of our grocery operations in Singapore and Indonesia to reduce operating losses, resulting in a 97.5% decrease in Indonesian grocery sales and a 63.3% decrease in Singapore grocery sales. These reductions were partially offset by robust growth in our travel segment, with Indonesian packaged-tour sales rising 438.9% to $1.7 million, supported by expanded offerings and stronger market demand.”
“Gross profit for the period was approximately $1.14 million, compared to $2.58 million a year ago. Although gross profit declined in absolute terms, gross margin improved to 12.46% from 9.15%, reflecting our strategic focus on higher-margin businesses and the scaling back of lower-margin operations.”
“We expect stronger performance in the second half of 2025, underscored by our success at the NATAS Fair 2025 this past August, where we achieved $4.0 million in sales over just three days. This momentum highlights the resilience of our business model and the growth potential of our travel segment. We remain encouraged by our long-term outlook and are confident that our social e-commerce platform and group leader sales model continue to provide a scalable, cost-effective foundation to deliver sustainable returns for our shareholders.”
Financial Results
Total revenue decreased by 67.6% to approximately $9.1 million for the six months ended June 30, 2025, compared to approximately $28.2 million for the same period in 2024. This growth was primarily driven by a decrease in grocery sales in Indonesia and Singapore.
Gross profit reduced by 55.9% to approximately $1.4 million for the first six months of 2025, up from approximately $2.6 million during the same period in 2024. Gross profit margin was approximately 12.46% and 9.15% for the six months ended June 30, 2025 and 2024, respectively. The increase in gross margin was primarily due to our strategic focus on higher-margin businesses and the scaling down of lower-margin operations.
For the six months ended June 30, 2025, the Company reported a net loss of approximately $7.7 million, compared to the net loss of approximately $2.9 million in the same period of 2024. This increase in net loss was primarily due to an increase in expected credit loss of approximately $4.67 million.
About Webuy Global Ltd
The Company’s mission is to make social shopping a new lifestyle for consumers and to empower consumers’ purchases with an efficient, cost-saving purchasing model. Webuy is committed to developing a community-oriented e-commerce platform in the Southeast Asia region and transforming the e-commerce model into a community-driven experience for consumers.
The Company’s innovative ‘group buy’ business model is set to revolutionize traditional shopping practices, offering substantial cost savings to customers through a community-centric approach. This approach, akin to group purchases and bulk orders, simplifies the process for customers, eliminating the need for individual bulk purchases. Furthermore, the business model streamlines the traditional supply chain by minimizing the involvement of intermediaries, thereby offering a more direct “farm-to-table” supply model. Additional information about the Company is available at http://webuy.global/
Forward-Looking Statements
This press release contains forward-looking statements regarding the Company’s current expectations. These forward-looking statements include, without limitation, references to the Company’s expectations regarding the anticipated use of net proceeds from the offering. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict. Factors that could cause actual results to differ include, but are not limited to, risks and uncertainties related to the satisfaction of customary closing conditions related to the public offering, or factors that result in changes to the Company’s anticipated use of proceeds. These and other risks and uncertainties are described more fully in the section captioned “Risk Factors” in the Company’s Registration Statement on Form S-1 related to the public offering (SEC File No. File No. 333-271604). Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Contact:
WEBUY GLOBAL LTD.
Email: ir@webuy.global