Webuy Global Ltd 6-K, filed Dec 7, 2023
Webuy Global Ltd (WBUY)
About this 6-K
Webuy Global Ltd filed this 6-K on December 7, 2023.
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 December
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: December 7, 2023 | 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, 2023 and 2022 | |
| 99.2 | Unaudited Interim Condensed Consolidated Financial Statements for the Six Months Ended June 30, 2023 and 2022 | |
| 99.3 | Webuy Global Limited Reports 62% Increase in Revenue to $24.4 Million for the First Half of 2023 | |
| 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
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the information presented in “Selected Historical Consolidated Financial Data” and our historical consolidated financial statements and the related notes included elsewhere in this prospectus. In addition to historical information, the following discussion contains forward-looking statements, such as statements regarding our expectation for future performance, liquidity and capital resources, that involve risks, uncertainties and assumptions that could cause actual results to differ materially from our expectations. Our actual results may differ materially from those contained in or implied by any forward-looking statements. Factors that could cause such differences include those identified below and those described in “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors” and “Consolidated Financial Information.” We assume no obligation to update any of these forward-looking statements.
Overview
We are a holding company incorporated as an exempted company under the laws of the Cayman Islands. As a holding company with no material operations of our own, we conduct our substantial operations via our operating subsidiaries in Singapore and Indonesia.
We are 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. Our mission is to make social shopping a new lifestyle for consumers and to empower consumers’ purchases with an efficient cost-saving purchasing model.
Key Factors that Affect Operating Results
We believe the key factors affecting our financial condition and results of operations include the following:
Our Ability to Create Value for Our Users and Generate Revenue
Our ability to create value for our users and generate our revenues from customers is driven by the factors described below:
| ● | Number and volume of transactions completed by our customers for online orders via our Webuy mobile APP. Customers are attracted to our platform by the breadth of personalized deals and the interactive user experience within our community groups. The number and volume of transaction completed by our customers is affected by our ability to continue to enhance and expand our product offerings and improve the user experience. Our growth in revenue derived from online transactions depends on the number and volume of the transactions completed by our customers. We keep track of the number and volume by our in-house developed business intelligent system, which is capable to synchronize the real time statistical data to our backend dashboard. Transaction volume for the six months ended June 30, 2023 and 2022 were 300,304 and 438,707 orders, respectively. Transaction volume for the years ended December 31, 2022 and 2021 were 1,002,542 and 899,317 orders, respectively. The decrease of 138,403 or 31.5% in the transaction volume for the six months ended June 30, 2023 was caused by our scaling down of grocery sale business in the Singapore market due to low profit margin. The increase of 103,225 or 11.5% in the transaction volume was in line with our increase in revenue for the years ended December 31, 2022. | |
| ● | Empowering data and technology. Our ability to engage our customers and empower our suppliers and their brands is affected by the breadth and depth of our data insights, such as the accuracy of our customers’ shopping preferences, and our technology capabilities and infrastructure, and our continued ability to develop scalable services and upgrade our platform user experience to adapt to the quickly evolving industry trends and customer preferences. |
Our Investment in User Base, Technology, People, and Infrastructure
We have made and will continue to make investments in enhancing and upgrading our platform in order to attract customers and suppliers, enhance user experience and expand the capabilities and scope of our platform. We expect to continue to invest in our technology capabilities and infrastructure, which will lower our margins but deliver overall long-term growth.
Impact of the COVID-19 Pandemic
Beginning with fiscal year 2023, we believe the regulatory measures in response to the pandemic will be relaxed and travel restrictions in most countries will be lifted. Although the COVID-19 pandemic impacted our operations during the years ended December 31, 2022 and 2021, we have also benefited from the pandemic as follows:
| ● | usage of online technology has widened and become more common to the general public of various age groups, people prefer to go online and make purchases from the features Webuy mobile App offers; | |
| ● | during the pandemic “lockdown” phases, our business operations have carried on without significant disruption as customers preferred to purchase groceries in a handier manner through online; and | |
| ● | we have taken advantage of the push to digitalization transformation, by providing a platform and channel to meet users daily essential online shopping and payments. |
Inflation
We do not believe that inflation has had a material adverse effect on our business as of June 30, 2023 and December 31, 2022, but we will continue to monitor the effects of inflation on our business in future periods.
Supply Chain Disruptions
Although there have been global supply chain disruptions as a result of the COVID-19 pandemic that may have affected the operations of some of our suppliers, these disruptions have not had a material adverse effect on our business as of June 30, 2023 and December 31, 2022, but we will continue to monitor the effects of supply chain disruptions on our business in future periods.
Results of Operations
The following table sets forth certain operational data for the six months ended June 30, 2023 and 2022:
| Periods Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| Revenues | $ | 24,400,212 | $ | 15,025,054 | ||||
| Cost of revenues | (23,670,573 | ) | (13,907,868 | ) | ||||
| Gross profit | 729,639 | 1,117,186 | ||||||
| Operating expenses | ||||||||
| Selling and distribution expenses | (1,320,943 | ) | (2,095,645 | ) | ||||
| General administrative expenses | (3,063,978 | ) | (2,540,579 | ) | ||||
| Share-based compensation | - | (986,727 | ) | |||||
| Loss from operations | (3,655,282 | ) | (4,505,765 | ) | ||||
| Other income | ||||||||
| Other income | 69,243 | 89,895 | ||||||
| Gain on disposal of a subsidiary | - | 331,584 | ||||||
| Finance costs | (87,945 | ) | (103,026 | ) | ||||
| Total other (expense) income, net | (18,702 | ) | 318,453 | |||||
| Loss before income taxes | (3,673,984 | ) | (4,187,312 | ) | ||||
| Income tax expense | - | - | ||||||
| Net Loss | $ | (3,673,984 | ) | $ | (4,187,312 | ) | ||
2
Revenues
For the six months ended June 30, 2023 and 2022, we derived our revenues primarily from the sales of groceries through our online platform, the Webuy mobile App and from our new business of selling packaged tour which began in 2022.
Our breakdown of revenues in terms revenue stream and geographical locations for the six months ended June 30, 2023 and 2022, respectively, is summarized below:
| Periods Ended June 30, | Change | |||||||||||||||||||
| 2023 | % | 2022 | % | (%) | ||||||||||||||||
| USD | USD | |||||||||||||||||||
| Sales of groceries - Singapore | $ | 5,377,119 | 22.0 | $ | 9,907,280 | 65.9 | (45.7 | ) | ||||||||||||
| Sales of groceries - Indonesia | 13,656,946 | 56.0 | 4,428,116 | 29.5 | 208.4 | |||||||||||||||
| Sales of groceries - Malaysia | - | - | 212,932 | 1.4 | (100.0 | ) | ||||||||||||||
| Packaged-tour - Singapore | 5,366,147 | 22.0 | 476,726 | 3.2 | 1,025.6 | |||||||||||||||
| Total revenues | $ | 24,400,212 | 100.0 | $ | 15,025,054 | 100.0 | 62.4 | |||||||||||||
Total revenue increased by approximately $9.38 million or 62.4% increase in revenue, totaling $24.4 million for the first half of 2023, compared to the same period last year. The revenue growth was primarily driven by a remarkable 208% increase in sales of groceries in Indonesia through our platform, reaching $13.7 million for the first half of 2023. This achievement follows our re-entry into the market after the cross-border opening in 2022 post-COVID-19. Furthermore, our expanding presence in Indonesia has also resulted in a significant influx of offline bulk purchase orders, underscoring the growing demand for our offerings in the region.
We did not generate any revenue from our Malaysian market due to the disposal and sale of our Malaysian subsidiary to an unrelated party on July 27, 2022.
Our strategy of introducing new travel services has proved highly effective, evidenced by a remarkable 1025.6% surge in revenue. In the initial half of 2022, we generated approximately $0.5 million from our existing services in Singapore. Building on this achievement, in the first half of 2023, our foray into new travel services propelled revenues to approximately $5.4 million, highlighting the extraordinary growth driven by the strength of our strategy.
Cost of revenues
Cost of revenue for the six months ended June 30, 2023 and 2022 was approximately $23.67 million and $13.91 million, respectively, representing an increase of 70.2% as a results of increased groceries sales in Indonesia, as well as cost of revenues incurred from our packaged-tour business. 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, and costs for transacting with the principal service providers such as airlines and hotels for our new packaged-tour business. During the six months ended June 30, 2023, we imported large quantities of fresh produce to Indonesia, resulting in a significant increase in the shipping costs.
Our breakdown of cost of revenues for the six months ended June 30, 2023 and 2022, respectively, is summarized below:
| Periods Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| Changes in inventory | $ | 16,635,781 | $ | 12,865,707 | ||||
| Direct labor | 197,615 | 203,796 | ||||||
| Packing and handling | 1,733,386 | 361,638 | ||||||
| Direct costs for packaged-tour | 5,103,791 | 476,727 | ||||||
| Total costs of revenue | 23,670,573 | 13,907,868 | ||||||
3
Gross profit
Gross profit for the six months ended June 30, 2023 amounted to approximately $0.73 million as compared to gross profit of approximately $1.12 million for the six months ended June 30, 2022. Gross profit margin was approximately 3.0% and 7.4% for the six months ended June 30, 2023 and 2022, respectively. The decrease in gross profit margin was mainly due to the increased cost of groceries coupled with sales markdown offered by us, which resulted in a lower percentage gross margin as our strategy of providing competitive discounts to attract more users to sign up with our platform. We aim to grow our Indonesia market to achieve economies of scale by increasing our grocery sales and lowering costs.
Operating Expenses
Our operating expenses consist of selling and distribution expenses, general administrative expenses and share-based compensation.
Selling and distribution expenses
Selling and distribution expenses for the six months ended June 30, 2023 and 2022 amounted to approximately $1.32 million and $2.10 million, respectively, representing a decrease of approximately $0.77 million or 37.0%.
The decrease was mainly due to the reduction on marketing and promotion expenses during the six months ended June 30, 2023. We started the Webuy mobile platform promotion campaign in fiscal year 2021 which successfully attracted a satisfactory number of community leaders and customers to sign up as our members. In 2022, we were able to reduce the same expenses while maintaining a steady growth in new membership, and thus we further reduced our marketing and promotion expenses in 2023. In addition, there was a decrease in sales commissions paid to Group Leaders of approximately $0.61 million and a decrease in order fulfilment and distribution related fees of approximately $0.51 million in the six months ended June 30, 2023 which was in line with the decrease in transaction volume. These decreases were offset by an increase in selling and distribution expenses relating to our new packaged-tour business of approximately $0.40 million.
General administrative expenses
General administrative expenses for the six months ended June 30, 2023 and 2022 amounted to approximately $3.06 million and $2.54 million, respectively, representing an increase of approximately $0.52 million or 20.6%. The increase was mainly due to the increase in staff costs as we increased our headcount to expand our business in Indonesia, an increase in amortization of intangible assets of approximately $0.10 million as we acquired new software and application development system of $419,873 in the second half of 2022, an increase in depreciation of right of use asset of approximately $0.17 million for the new lease that we entered on February 28, 2023 for a four-story office and warehouse facility in Singapore.
Share-based compensation expenses
Share-based compensation expenses amounted to approximately $nil and $0.99 million for the six months ended June 30, 2023 and 2022, respectively. On January 1, 2021, we granted 1,642 restricted share units amounting to $3.24 million to employees, with a vesting period of twenty months, these shares were fully vested in August 2022. No shares were granted nor issued during the six months ended June 30, 2023.
Other (expense) Income, net
Other expense amounted to approximately $0.02 million for the six months ended June 30, 2023, compared with other income amounted to approximately $0.32 million for the six months ended June 30, 2022. The decrease was mainly attributable to (1) the decrease in government grants received of approximately $0.03 million due to governments had reduced their subsidies in 2023 when Covid-19 pandemic came to an end. For the six months ended June 30, 2023 and 2022, we received government grant of approximately $0.03 and $0.09 million, respectively; (2) the absence of recorded gain of $0.33 from disposal of Beijing Youmeng IT Co., Ltd. on June 29, 2022; (3) the decrease in the finance costs of approximately $0.02 million which was in line with the decrease in loans borrowed from third parties, total loans payable was $1.61 million as of June 30, 2023, compared with $1.99 million as of June 30, 2022.
4
Income Tax Expense
During the six months ended June 30, 2023, we conducts our businesses in Singapore and Indonesia and is 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.
Our income tax expenses for the six months ended June 30, 2023 and 2022 was $nil and $nil, respectively.
Net Loss
During the six months ended June 30, 2023, we incurred a net loss of approximately $3.67 million, as compared to approximately $4.19 million for the six months ended June 30, 2022. The decrease in net loss is primarily attributable to our successful cost-control measures on the operating expenses, in which the total operating expenses decreased by approximately $1.24 million or 22.0%.
Going Concern and Capital Resources
The unaudited interim consolidated financial statements included in this prospectus 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. The Company incurred a net loss of approximately $3.67 million and approximately $4.19 million for the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and 2022, the Company had net cash used in operating activities of approximately $0.88 million and approximately $2.61 million, respectively. The Company had a deficit on total equity of approximately $6.45 million and $2.78 million as of June 30, 2023 and December 31, 2022, respectively. These conditions raise doubt about the Company’s ability to continue as a going concern.
In view of these circumstances, the management of the Company has given consideration to the future liquidity and performance of the Company and its available sources of finance in assessing whether the Company will have sufficient financial resources to continue as a going concern.
To sustain its ability to support the Company’s operating activities, the Company may have to consider supplementing its available sources of funds through the following sources:
| ● | Issuance of additional convertible notes and equity to individual persons and/or corporate entities, from March 1, 2022 through the date of the release of this prospectus, the Company has raised a total of approximately $4.82 million from the issuance of a series of Convertible Loan Notes to various investors, in which Convertible Loan Notes in the aggregate amount of approximately $2.92 million has been converted to shares; | |
| ● | Other available sources of financing from Singapore banks and other financial institutions; and | |
| ● | Financial support from the Company’s related party and shareholders. | |
| ● | On October 19, 2023, the Company completed its initial public offering to receive approximately $13.5 million in net proceeds. On November 3, 2023 and November 21, 2023, the Representative exercised the Over-Allotment Option and the Company received $546,000 and $1,528,800, respectively in net proceeds. |
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. The unaudited interim consolidated financial statements for the six months ended June 30, 2023 and 2022 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.
5
The following table sets forth a summary of our cash flows for the six months ended June 30, 2023 and 2022 indicated:
| Periods Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| Net cash used in operating activities | $ | (884,672 | ) | $ | (2,608,493 | ) | ||
| Net cash used in investing activities | (564,333 | ) | (452,093 | ) | ||||
| Net cash provided by financing activities | 831,606 | 4,483,035 | ||||||
| Net increase/(decrease) in cash and cash equivalents | (617,399 | ) | 1,422,449 | |||||
| Effect of exchange rate changes on balance of cash held in foreign currencies | (9,673 | ) | 42,214 | |||||
| Cash and cash equivalents at the beginning of the period | 1,554,464 | 1,539,348 | ||||||
| Cash and cash equivalents at the end of the period | 927,392 | 3,004,011 | ||||||
Cash used in operating activities
For the six months ended June 30, 2023, net cash used in operating activities amounted to approximately $0.88 million primarily resulting from the net loss of approximately $3.67 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 $0.23 million, depreciation of leasehold improvements and equipment to approximately $0.08 million. Changes in working capital included increase in inventories of approximately $0.79 million, increase in accounts receivables of approximately $(0.73) million, increase in prepaid expenses and other assets of approximately $(1.79) million, decrease in operating lease liabilities of approximately $(0.11) million, increase in accounts payable of approximately $2.32 million, increase in other current liabilities of approximately $1.72 million and decrease in amount due from/to related parties of approximately $0.02 million.
For the six months ended June 30, 2022, net cash used in operating activities amounted to approximately $2.61 million primarily resulted from the net loss of approximately $4.19 million adjusted for non-cash items and changes in working capital. Adjustments for non-cash items consist of amortization of intangible assets to approximately $0.13 million, depreciation of leasehold improvements and equipment to approximately $0.06 million, gain on disposal of subsidiary to approximately $0.33 million, non-cash lease costs to approximately $0.14 million and share-based compensation of approximately $0.99 million. Changes in working capital mainly included decrease in inventories of approximately $0.17 million, increase in prepaid expenses and other assets of approximately $0.73 million, decrease in operating lease liabilities of approximately $0.14 million, increase in accounts payable of approximately $1.23 million, decrease in deferred revenue of approximately $0.08 million, increase in other current liabilities of approximately $0.16 million and decrease in amount due to a director of approximately $0.01 million.
Cash used in investing activities
For the six months ended June 30, 2023, net cash used in investing activities amounted to approximately $0.56 million due to the purchase of leasehold improvements and equipment.
For the six months ended June 30, 2022, net cash used in investing activities amounted to approximately $0.45 million, which mainly comprised of purchase of leasehold improvements and equipment and intangible assets.
Cash provided by financing activities
For the six months ended June 30, 2023, net cash provided by financing activities amounted to approximately $0.83 million which consists of proceeds from convertibles bonds of approximately $1.29 million and the repayment of loan payables of approximately $(0.46) million.
For the six months ended June 30, 2022, net cash provided by financing activities amounted to approximately $4.48 million which primarily consist of proceeds from convertibles bonds of approximately $2.77 million, proceeds from SAFE Notes of approximately $0.75 million and proceeds from term loan payables of approximately $1.50 million partially offset by repayment of loan payables of approximately $0.54 million.
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, there were no pending or threatened claims and litigation as of June 30, 2023 and through the date of the release of this prospectus.
6
Off-Balance Sheet Arrangements
As of June 30, 2023 and December 31, 2022, 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
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.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current and operating lease liabilities – non-current on the balance sheets. Finance leases are included in leasehold improvements and equipment, loan payable – current and loan payable – non-current in the balance sheets.
Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.
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.
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.
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.
7
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.
Deferred revenue recognized as revenue during the six months ended June 30, 2023 and 2022 was $990,981 and $484,115.
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 86% of the Company’s revenues, and sale of packaged tour, which represent 14% 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.
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 services 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 | 2023 | Percentage revenue | 2022 | Percentage revenue | ||||||||||||
| Food and beverage | $ | 11,761,196 | 48 | % | $ | 8,859,482 | 59 | % | ||||||||
| Fresh produce | 7,053,085 | 29 | % | 5,209,224 | 35 | % | ||||||||||
| Lifestyle and other personal care items | 219,784 | 1 | % | 479,622 | 3 | % | ||||||||||
| Packaged-tour | 5,366,147 | 22 | % | 476,726 | 3 | % | ||||||||||
| Total | $ | 24,400,212 | 100 | % | $ | 15,025,054 | 100 | % | ||||||||
8
Revenues classified by the geographic areas in which the customers were located was as follows:
| For the six months ended June 30, | ||||||||||||||||
| Country | 2023 | Percentage revenue | 2022 | Percentage revenue | ||||||||||||
| Singapore | $ | 10,743,266 | 44 | % | $ | 10,384,006 | 69 | % | ||||||||
| Indonesia | 13,656,946 | 56 | % | 4,428,116 | 30 | % | ||||||||||
| Malaysia | - | - | % | 212,932 | 1 | % | ||||||||||
| Total | $ | 24,400,212 | 100 | % | $ | 15,025,054 | 100 | % | ||||||||
During the years ended June 30, 2023 and 2022, all revenues were generated from third parties.
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 represented 10% or more of the Company’s total revenue for the six months ended June 30, 2023 and 2022.
There is no single supplier who represented 10% or more of the Company’s total purchases for six months ended June 30, 2023 and 2022.
Details of the supplier which accounted for 10% or more of accounts payable are as follows:
| June 30, 2023 | % payable | December 31, 2022 | % payable | |||||||||||||
| Company A | $ | 610,074 | 7.5 | % | $ | 573,451 | 10.5 | % | ||||||||
Details of the customers which accounted for 10% or more of accounts receivable are as follows:
| June 30, 2023 | % receivable | December 31, 2022 | % receivable | |||||||||||||
| Company A | 602,705 | 18.4 | % | - | 0.0 | % | ||||||||||
| Company B | 596,667 | 18.3 | % | 307,672 | 12.0 | % | ||||||||||
| Company C | 414,036 | 12.7 | % | 7,997 | 0.3 | % | ||||||||||
| Company D | - | 0.0 | 679,226 | 26.4 | % | |||||||||||
| Company E | - | 0.0 | % | $ | 586,103 | 22.8 | % | |||||||||
| $ | 1,613,408 | 49.4 | % | $ | 1,580,998 | 61.5 | % | |||||||||
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.
9
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, | |||||||
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Inventories | ||||||||
| Prepaid expenses and other assets | ||||||||
| Amount due from a related party | ||||||||
| Total current assets | ||||||||
| Leasehold improvements and equipment, net | ||||||||
| Right of use assets – operating lease | ||||||||
| Intangible assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ (Deficit) Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Deferred revenue | ||||||||
| Other current liabilities | ||||||||
| Amount due to a related party | ||||||||
| Loans payable – current | ||||||||
| Convertible notes payable | ||||||||
| Operating lease liability – current | ||||||||
| Total Current Liabilities | ||||||||
| Loans payable – non-current | ||||||||
| Operating lease liability – non-current | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ (Deficit) Equity | ||||||||
| Ordinary stock ( | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit to shareholders of Webuy Global Ltd | ( | ) | ( | ) | ||||
| Deficit attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Total Shareholders’ Deficit | ( | ) | ( | ) | ||||
| Total Liabilities and Shareholders’ Deficit | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
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, | ||||||||
| 2023 | 2022 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ||||
| General administrative expenses | ( | ) | ( | ) | ||||
| Share-based compensation | ( | ) | ||||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other (expense) income | ||||||||
| Other income | ||||||||
| Gain on disposal of a subsidiary | ||||||||
| 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 attributable to non-controlling interests | ||||||||
| Comprehensive loss attributable to shareholders of Webuy Global Ltd | $ | ( | ) | $ | ( | ) | ||
| $ | ( | ) | $ | ( | )* | |||
| * | ||||||||
| * |
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) | Additional Paid-in Capital | Accumulated Deficit | Other Comprehensive (loss) Income | Deficit to Ordinary Shareholders | Non- controlling Interests | Total Deficit | |||||||||||||||||||||||||
| Balance as at December 31, 2021 | * | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Share-based compensation | - | |||||||||||||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||
| Balance as at June 30, 2022 | * | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||||||||||||||
| Balance as at December 31, 2022 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Net loss | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | - | |||||||||||||||||||||||||||||||
| Balance as at June 30, 2023 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||
| * |
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, | ||||||||
| 2023 | 2022 | |||||||
| 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 | ||||||||
| Gain on disposal of subsidiaries | ( | ) | ||||||
| Leasehold improvements and equipment written off | ||||||||
| Share-based compensation | ||||||||
| Non-cash lease costs | ||||||||
| 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 intangible assets | ( | ) | ||||||
| Purchase of leasehold improvements and equipment | ( | ) | ( | ) | ||||
| Net Cash used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from issuance of convertible notes | ||||||||
| Proceeds from issuance of SAFE note | ||||||||
| Proceeds from term loan | ||||||||
| Repayment of loan payables | ( | ) | ( | ) | ||||
| Net Cash 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 | $ | $ | ||||||
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, 2023 AND 2022
(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 August 29, 2022 in the Cayman Islands as a company limited by shares.
Webuy Global Ltd and subsidiaries (“we”, “our”, “us” or collectively known as 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. Our mission is to make social shopping a new lifestyle for consumers and to empower consumers’ purchases with an efficient cost-saving purchasing model.
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. The unaudited interim consolidated financial statements for the six months ended June 30, 2022 have been prepared as if the existing corporate structure had been in existence. This includes a retrospective presentation for all equity related disclosures, including issued shares and earnings per share, which have been revised to reflect the effects of the reorganization as of June 30, 2022.
Corporate Structure
| Name | Incorporation | Percentage | Place of Incorporation | Fiscal | 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 | % | |||||||||||
F-5
Going concern
These unaudited interim 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. The Company
incurred net loss of $
In view of these circumstances, the management of the Company has given consideration to the future liquidity and performance of the Company and its available sources of finance in assessing whether the Company will have sufficient financial resources to continue as a going concern.
To sustain its ability to support the Company’s operating activities, the Company may have to consider its available sources of funds through the following sources:
| ● | Issuance
of additional convertible notes and equity to individual persons and/or corporate entities, from March 1, 2022 through the date of the
release of these financial statements, the Company has raised a total of $ |
| ● | Other available sources of financing from Singapore banks and other financial institutions; and |
| ● | Financial support from the Company’s related party and shareholders. |
| ● | On
October 19, 2023, the Company completed its initial public offering to receive $ |
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. The unaudited interim consolidated financial statements for the six months ended June 30, 2023 and 2022 have been prepared on a going concern basis and do not include any adjustments to reflect the possible future effects on the recoverability and classifications of assets or the amounts and classifications of liabilities that may result from the inability of the Company to continue as a going concern.
Note 2. Summary of Signification Accounting Policies
The accounting policies applied for the six months ended June 30, 2023 and 2022 are consistent with those of the audited consolidated financial statements for the years ended December 31, 2022 and, 2021, 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, 2022 which are relevant to the preparation of the June 30, 2023 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, 2022 and 2021, 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, 2023 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2023.
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.
F-6
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 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, 2022 and 2021.
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.
Periodically, the Company may carry cash balances
at financial institutions more than the respective subsidiaries’ government insured limits in Singapore and Indonesia ranging from
approximately $
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, Malaysia, Indonesia and People Republic of China and maintains its books and records in its local currency, Singapore Dollar (“SGD”), Malaysia Ringgit (“MYR”), Indonesia Rupiah (“IDR”) and Chinese Yuan (“CNY”), respectively, which are the functional currency as being the primary currency of the economic environment in which their operations are conducted.
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 and other receivables. The Company determines the allowance based on aging data, historical collection experience, customer specific facts and economic conditions. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company did not have any off-balance-sheet credit exposure relating to its customers, suppliers or others. For the six months ended June 30, 2023 and 2022, the Company did not record any allowances for doubtful accounts against its accounts receivable and other receivables nor did it charge off any such amounts, respectively.
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.
The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities – current and operating lease liabilities – non-current on the balance sheets. Finance leases are included in leasehold improvements and equipment, loan payable – current and loan payable – non-current in the balance sheets.
F-7
Operating lease right-of-use (“ROU”) assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Generally, the implicit rate of interest (“discount rate”) in arrangements is not readily determinable and the Company utilizes its incremental borrowing rate in determining the present value of lease payments. The Company’s incremental borrowing rate is a hypothetical rate based on its understanding of what its credit rating would be. The operating lease ROU asset includes any lease payments made and excludes lease incentives.
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
Upon adoption of Accounting Standards Update (“ASU”) 2020-06 on January 1, 2022, the elimination of the beneficial conversion feature (“BCF”) and cash conversion models in ASC 470-20 that requires separate accounting for embedded conversion features in convertible instruments results in the convertible debt instruments being recorded as a single liability (i.e., there is no separation of the conversion feature, and all proceeds are allocated to the convertible debt instruments as a single unit of account). Unless conversion features are derivatives that must be bifurcated from the host contracts in accordance with ASC 815-15 or, in the case of convertible debt, if the instruments are issued with a substantial premium, in the latter case, ASC 470-20-25-13 requires the substantial premium to be attributable to the conversion feature and recorded in additional paid-in capital (APIC).
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. On November 27, 2023, these Note bearers signed another agreement with the Company to provide a waiver of the right of conversion of the Note into conversion shares (Note 10).
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-8
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.
Deferred revenue recognized as revenue during
the six months ended June 30, 2023 and 2022 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.
The Company operates as a single operating segment
including product revenue from the sale of goods, which represent
F-9
| For the six months ended June 30, | ||||||||||||||||
| Product/Service Type | 2023 | Percentage of Total revenue | 2022 | Percentage of Total revenue | ||||||||||||
| Food and beverage | $ | % | $ | % | ||||||||||||
| Fresh produce | % | % | ||||||||||||||
| Lifestyle and other personal care items | % | % | ||||||||||||||
| Packaged-tour | % | % | ||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
| For the six months ended June 30, | ||||||||||||||||
| Country | 2023 | Percentage of Total revenue | 2022 | Percentage of Total revenue | ||||||||||||
| Singapore | $ | % | $ | % | ||||||||||||
| Indonesia | % | % | ||||||||||||||
| Malaysia | - | % | % | |||||||||||||
| Total | $ | % | $ | % | ||||||||||||
During the years ended June 30, 2023 and 2022, all revenues were generated from third parties.
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
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. This standard requires a financial asset (or group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset. This standard is effective for the Company on January 1, 2023.
All new standards and amendments that are effective for annual reporting period commencing January 1, 2023 have been applied by the Company for the six months ended June 30, 2023. The adoption of these new and amended standards 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, 2023, 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. Prepaid expenses and other assets
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Prepayment | $ | $ | ||||||
| Advance to suppliers | ||||||||
| Deposits | ||||||||
| Other receivables | ||||||||
| $ | $ | |||||||
The prepayment includes payments of advertisement expenses, insurance premiums, rental expenses, travel package costs and professional fees. The deposits are mainly related to equipment, office and warehouse refundable security deposit and payment service provider rolling reserves. The other receivables are mainly related to advance to employees and non-trade receivables due from third parties.
F-10
Note 4. Leasehold improvements and Equipment
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Motor Vehicles | $ | $ | ||||||
| Office equipment | ||||||||
| Furniture and fittings | ||||||||
| Computer | ||||||||
| Warehouse 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, 2023 and 2022 were $
During the six months ended June 30, 2023 and
2022, the Company purchased assets of $
The motor vehicles with a net carrying amount
of $
Note 5. 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 $
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Leasehold buildings | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| ROU assets, net of accumulated amortization | $ | $ | ||||||
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| 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-11
| Operating leases | ||||
| Periods Ended June 30, | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| Thereafter | ||||
| Total operating lease payment | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of operating lease liabilities | ||||
| Operating lease liabilities – current | $ | |||
| Operating lease liabilities – non-current | $ | |||
Note 6. Intangible assets
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Software | $ | $ | ||||||
| Application development | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net of accumulated amortization | $ | $ | ||||||
| Amortization expense | ||||
| Periods Ended June 30, | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| Total amortization expense | $ | |||
Amortization expense of intangible assets for
the six months ended June 30, 2023 and 2022 were $
During the six months ended June 30, 2023 and
2022, the Company acquired intangible assets of $ and $
F-12
Note 7. Other current liabilities
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Accrued expenses (a) | $ | $ | ||||||
| Advance from customers | ||||||||
| Other payables (b) | ||||||||
| $ | $ | |||||||
| (a) |
| (b) |
Note 8. Loans payable
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| Hire purchases - Motor Vehicle | $ | $ | ||||||
| Term loan I | ||||||||
| Term loan II | ||||||||
| 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.
The Company has booked interest expense on the
loans of $
On September 23, 2021, the Company entered
into an unsecured term loan agreement (“Term loan I”) with a third party and obtained a loan facility in the amount of $
On January 6, 2022, the Company entered into an
unsecured term loan agreement (“Term loan II”) with a third party and obtained a loan facility in the amount of $
On December 12, 2022, the Company entered into a loan agreement (“Short-term
loan”) with a third party whereby the Company borrowed $
F-13
Hire Purchases
| Finance leases | ||||
| Periods Ended June 30, | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| $ | ||||
| Less: Imputed interest | ( | ) | ||
| Hire purchases liabilities | $ | |||
| Hire purchases liabilities – current | $ | |||
| Hire purchases liabilities – non-current | $ | |||
Note 9. Related Party Transactions
Amount due from a related party
As of June 30, 2023 and December 31, 2022, the
Company recorded amount due from GBuy Global Pte Ltd, a shareholder of the Company of $
As of June 30, 2023 and December 31, 2022, the
Company recorded amount due from Webuy Talent Ltd (“Webuy Talent”) of $
Amount due to a related party
| June 30, 2023 | June 30, 2022 | |||||||
| Beginning of the years January 1 | $ | $ | ||||||
| Advances for operation and administration expenses | ||||||||
| Payments made to a director | ( | ) | ||||||
| Exchange difference | ( | ) | ||||||
| Periods ended June 30 | $ | $ | ||||||
As of June 30, 2023 and December 31, 2022, the
Company recorded amount due to Mr. Bin Xue, Chief Executive Officer and Chairman of the Board of Director of the Company of $
Note 10. Convertible Notes Payables
During the year ended December 31, 2022, the Company
issued a series of Convertible Loan Note (“Note”) in aggregate principal amount of $
During the six months ended June 30, 2023, the
Company issued a series of Convertible Loan Note (“Note”) in aggregate principal amount of $
F-14
On August 2, 2023, the Company issued a Convertible
Loan Note in principal amount of $
These Notes will mature in 12 months to 18 months from the
funding date and bear interest at a rate of
Note 12. Equity
On May 2, 2023,
Authorized Shares
As of June 30, 2023, the Company has
Ordinary Shares
No shares were issued during the six months ended
June 30, 2023. As of June 30, 2023, the Company has
Note 13. Disposal of a subsidiary
On June 29, 2022, the Company completed the disposal
of its
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.
Enterprise income tax
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 income tax rate of
Indonesia
Subsidiaries incorporated in Indonesia are subject
to Indonesia corporate income tax rate of
Malaysia
Subsidiaries incorporated in Malaysia are subject
to Malaysia corporate income tax rate of
F-15
China
Subsidiaries incorporated in China are subject
to the China corporate income tax rate of
Current taxes are the expected tax receivable or payable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax receivable or payable in respect of previous years. Deferred taxes are recognized in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.
Deferred taxes are not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future.
A deferred tax asset is recognized for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
The Company considers positive and negative evidence to determine whether some portion or all of the deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of recent losses, forecasts of future profitability, the duration of statutory carry forward periods, the Company’s experience with tax attributes expiring unused and tax planning alternatives. Valuation allowances have been established for deferred tax assets based on a more-likely-than-not threshold. The Company’s ability to realize deferred tax assets depends on its ability to generate sufficient taxable income within the carry forward periods provided for in the tax law.
| June 30, | June 30, | |||||||
| 2023 | 2022 | |||||||
| Net loss before income taxes | $ | ( | ) | $ | ( | ) | ||
| Income tax expenses attributable to net income at Singapore statutory rate of | ( | ) | ( | ) | ||||
| Effect of different tax rates in other jurisdictions | ( | ) | ( | ) | ||||
| Non-deductible expenses | ||||||||
| Singapore tax exemption or non-taxable income | ( | ) | ||||||
| Unrecognized deferred tax asset | ||||||||
| Total tax provision | $ | $ | ||||||
| (*) |
| June 30, | December 31, | |||||||
| 2023 | 2022 | |||||||
| 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 $
F-16
Note 15. Government Grants
During the six months ended June 30, 2023 and
2022, 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
There was no single supplier who represent
| June 30, 2023 | %
| December 31, 2022 | %
| |||||||||||||
| Company A | $ | % | $ | % | ||||||||||||
F-17
| June 30, 2023 | % accounts receivable | December 31, 2022 | % accounts receivable | ||||||||||||||
| Company A | % | % | |||||||||||||||
| Company B | % | % | |||||||||||||||
| Company C | % | % | |||||||||||||||
| Company D | % | ||||||||||||||||
| Company E | % | $ | % | ||||||||||||||
| $ | % | $ | % | ||||||||||||||
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, 2023 and through the date of the release of these financial statements.
Note 18. Subsequent Events
The Company completed its initial public offering
of
On August 2, 2023, the Company entered into a
Convertible Loan Note amounting to $
On October 19, 2023, the Convertible Loan Note bearers signed the lock-up
agreements to agree that their Notes will be converted after 180 days from the date of closing of the Initial Public Offering (the “Lock-Up
Period”). The anticipated conversion date is
On November 3, 2023, the Representative exercised
the Over-Allotment Option partially to purchase an additional
On November 9, 2023, a third party issued an unsecured
promissory note to the Company, pursuant to which the Company lent a principal amount of $
The Company incorporated PT Buah Kita Retail and PT Webuy Travel Indonesia on October 23, 2023.
The Company evaluated all events or transactions that occurred subsequent to June 30, 2023, through the date of the release of these financial statements, apart from the subsequent events discussed above, management of the Company has determined that there are no subsequent events that require disclosure or recognition in the financial statements.
F-18
Exhibit 99.3
Webuy Global Limited Reports 62% Increase in Revenue to $24.4 Million for the First Half of 2023
Achieves over 1000% increase in travel services
and
more than 200% increase in sales of groceries in Indonesia
Completes recent IPO for gross proceeds of $15.2
million,
expected to fund accelerated growth across Southeast Asia
Singapore – December 7, 2023 – Webuy Global Ltd (Nasdaq: WBUY) (“Webuy” or the “Company”), a Southeast Asian community e-commerce retailer, today provided a business update and announced interim financial results for the six months ended June 30, 2023 (“1H 2023”).
Vincent Xue Bin, Chief Executive Officer and Co-Founder of Webuy Global stated, “I am pleased to report we achieved a. 62.4% increase in revenue, totaling $24.4 million for the first half of 2023, compared to the same period last year. The revenue growth was primarily driven by a 208% increase in sales of groceries in Indonesia through our platform, reaching $13.7 million for the first half of 2023. This achievement follows our re-entry into the market after the cross-border opening in 2022, post-COVID-19. Furthermore, our expanding presence in Indonesia has also resulted in a significant influx of offline bulk purchase orders, underscoring the growing demand for our offerings in the region.”
“Our strategy of introducing new travel services has proven highly effective, evidenced by a 1026% surge in revenue. In the first half of 2022, we generated approximately $0.5 million from our existing services in Singapore. Building on this achievement, in the first half of 2023, our foray into new travel services propelled revenues to approximately $5.4 million, highlighting the extraordinary growth driven by the success of our strategy. It is also important to note we achieved these results in the first half of the year, which historically has been a slower travel season.”
“We recently completed an initial public offering for aggregate gross proceeds of approximately $15.2 million, with a concurrent listing to the NASDAQ. We believe our listing on a major U.S. exchange provides us increased visibility and the opportunity to attract a broad investor base. We are focused on achieving global reach for our social e-commerce community platform, which currently operates in just Singapore and Indonesia. This financing empowers us to not just grow our e-commerce community platform in Singapore and Indonesia but also strengthen our IT capabilities for data analytics, allowing us to gain deeper insights into our customers and offer them tailored product recommendations. We also continue to make strategic investments aimed at further enhancing the user experience, as well as expanding the capabilities and scope of our platform in order to attract additional customers and suppliers.”
“We remain committed to our mission of transforming the e-commerce model into a community-driven experience for consumers. Specifically, we are bringing greater efficiency to the traditional supply chain process through the elimination of intermediaries. We conduct our “group buy” purchases through both our Webuy mobile app, as well as through various social networking channels, such as WhatsApp, WeChat, as well as our own proprietary app. In each instance, a Group Leader is assigned to each community group, based on geographic location, to place orders on a consolidated bulk purchase basis. We are able to achieve competitive prices for our customers similar to a group purchase and bulk order, without having to undertake bulk purchases individually, through a community-centric approach. Moreover, we are leveraging our growing customer base and brand recognition to expand into other products and services such as tours, travel packages, food delivery services and e-vouchers. Overall, we are highly encouraged by the outlook for business and look forward to announcing additional developments as we focus our foothold within large and underserved Southeast Asian markets.”
Financial Results
Total revenue increased by 62.4% to approximately $24.4 million for the six months ended June 30, 2023 from approximately $15.03 million for the six months ended June 30, 2022. The increase was mainly attributable to the rapid growth of grocery sales in Indonesia. In addition, revenues from selling packaged tours and related products in Singapore, a new business launched in January 2022, was approximately $5.37 million for the six months ended June 30, 2023, compared to $0.48 million for the same period last year.
The gross profit for the first six months of 2023 amounted to approximately $0.73 million, marking a decrease from the approximately $1.12 million gross profit recorded during the same period in 2022. This reduction in gross profit was primarily attributable to the implementation of promotional discounts aimed at enticing more users to join and engage with the platform.
For the six months ending on June 30, 2023, the Company reported a net loss of approximately $3.67 million, an improvement from the net loss of approximately $4.19 million during the same period in 2022. This reduction in net loss was primarily attributable to effective cost-control measures, resulting in a decrease of approximately $1.08 million, or 19.2%, in total operating expenses.
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:
Crescendo Communications, LLC
Tel: 212-671-1020
Email: wbuy@crescendo-ir.com