Webuy Global Ltd 6-K, filed Apr 23, 2026
Webuy Global Ltd (WBUY)
About this 6-K
Webuy Global Ltd filed this 6-K on April 23, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-41840
WEBUY GLOBAL LTD
35 Tampines Street 92
Singapore 528880
+65 8859 9762
(Address, including zip code, and telephone number, including area code, of Registrant’s 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 ☐
On April 15, 2026, the board of directors (the “Board”) and the compensation committee of WEBUY GLOBAL LTD, a Cayman Islands exempted company (the “Company”), approved the entry into the following agreements with Bin Xue, the Company’s Chief Executive Officer.
Share Award Agreement
The Company entered into a share award agreement (the “Share Award Agreement”) with Mr. Xue on April 15, 2026, pursuant to which the Company agreed to issue 300,000 Class A ordinary shares, par value US$0.0000462 per share (“Class A Ordinary Shares”), to Mr. Xue as supplemental compensation for his services as Chief Executive Officer during fiscal year 2026. The shares vest immediately upon issuance, subject to a twelve (12) month lock-up period from the date of issuance.
The fair value per share used to determine the number of Class A Ordinary Shares issuable under the Share Award Agreement was US$1.17 per share, based on a valuation mutually agreed by the Company and Mr. Xue, representing aggregate compensation of US$351,000. The Share Award Agreement was entered into outside of any equity incentive plan of the Company.
Share Purchase Agreement
The Company also entered into a share purchase agreement (the “Share Purchase Agreement”) with Mr. Xue on April 15, 2026, pursuant to which Mr. Xue agreed to purchase, and the Company agreed to sell and issue, 100,000 Class B ordinary share (the “Purchased Shares”), par value US$0.0000462 per share (“Class B Ordinary Shares”), at a purchase price per share equivalent to the market price per Class A Ordinary Share as quoted on the Nasdaq Capital Market.
The aggregate subscription amount payable by Mr. Xue under the Share Purchase Agreement for the 100,000 Class B Ordinary Shares is US$117,000 (the “Purchased Price”), based on the purchase price of US$1.17 per share. Each Class B Ordinary Share is entitled to ten (10) votes per share and is convertible into one Class A Ordinary Share at the option of the holder, but is not listed on any securities exchange and carries no dividend entitlement. The Company received the Purchase Price and issued the Purchased Shares on April 21, 2026.
The Purchased Shares were issued in a private placement exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to Regulation S promulgated thereunder.
Related Party Transactions
Mr. Xue is the Company’s Chief Executive Officer and a significant shareholder of the Company. Accordingly, the transactions described herein constitute related-party transactions. The Board and the compensation committee determined that the terms of the Share Award Agreement and the Share Purchase Agreement are fair to, and in the best interests of, the Company and its shareholders.
Copies of the Share Award Agreement and the Share Purchase Agreement are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
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EXHIBIT INDEX
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| WEBUY GLOBAL LTD | |||
| Date: April 23, 2026 | By: | /s/ Bin Xue | |
| Name: | Bin Xue | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
WEBUY GLOBAL LTD
35 Tampines Street 92
Singapore 528880
+65 8859 9762
SHARE AWARD AGREEMENT
April 15, 2026
Dear Bin Xue,
In connection with your office and position as the Chief Executive Officer (the “CEO”) of WEBUY GLOBAL LTD (the “Company”), the Board of Directors have approved supplemental compensation for your services to be rendered as CEO during fiscal year 2026. You have agreed that, in lieu of cash payment, supplemental compensation for services to be rendered as CEO during fiscal year 2026 shall be satisfied by the Company through the issuance of class A ordinary shares of a par value of US$0.0000462 each of the Company (“Class A Ordinary Shares”). The supplemental compensation for services to be rendered as the CEO during fiscal year 2026 shall be awarded through the issuance of 300,000 Class A Ordinary Shares of the Company.
WEBUY GLOBAL LTD
35 Tampines Street 92
Singapore 528880
+65 8859 9762
| Item | Details | |
| Name | Bin Xue (the “Recipient”) | |
| Position | Chief Executive Officer | |
| Total Award Value | 300,000 Class A Ordinary Shares x USD1.17 per share = USD351,000 | |
| Service Period | January 1, 2026 to December 31, 2026 | |
| Share Class | Class A Ordinary Shares | |
| Issue price per Share | USD1.17 | |
| Total number of Shares to be Issued | 300,000 Class A Ordinary Shares | |
| Grant Date | April 15, 2026 | |
| Vesting Date | April 15, 2026 |
The number of Class A Ordinary Shares to be issued has been determined by converting the amount of your annual salary value into U.S. dollars and dividing the resulting amount by the issue price per share of USD1.17.
Market Price Reference
The Class A Ordinary Shares of the Company are listed on Nasdaq Capital Market under the ticker symbol WBUY. The issue price per Class A Ordinary Share and the valuation date for this award shall be determined by mutual agreement between the Company and the Recipient.
Vesting
All 300,000 Class A Ordinary Shares shall vest immediately upon issuance of this award, with no vesting schedule or service conditions.
Issuance of Shares
The Company shall issue the 300,000 Class A Ordinary Shares, credited as fully paid, upon execution of this Agreement, representing supplemental compensation for services to be rendered by the Recipient as CEO during fiscal year 2026, satisfied through equity rather than cash.
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WEBUY GLOBAL LTD
35 Tampines Street 92
Singapore 528880
+65 8859 9762
Transfer Restrictions
The Class A Ordinary Shares granted under this Agreement may not be transferred by the Recipient except in accordance with applicable securities laws and the Company’s memorandum and articles of association. In addition, the Recipient agrees that the 300,000 Class A Ordinary Shares issued pursuant to this Agreement shall be subject to a lock-up period of twelve (12) months from the date of issuance (the “Lock-Up Period”). During the Lock-Up Period, the Recipient shall not, directly or indirectly, sell, transfer, assign, pledge, charge, hypothecate, or otherwise dispose of any of the Class A Ordinary Shares issued hereunder, without the prior written consent of the Company.
Accounting Treatment
The Company shall account for this Agreement as equity-settled share-based compensation in accordance with IFRS 2 Share-based Payment.
This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without giving effect to the conflict of laws provisions.
Acceptance
Please confirm your acceptance of this offer and the terms of this Agreement by signing and returning this letter.
We look forward to your continued leadership in guiding the Company and its subsidiaries.
| Sincerely, | |
| WEBUY GLOBAL LTD | |
| /s/ Youyi Zhang | |
| Youyi Zhang | |
| Chief Financial Officer |
| Accepted and agreed: | |
| /s/ Bin Xue | |
| Bin Xue |
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Exhibit 99.2
SHARE PURCHASE AGREEMENT
This Share Purchase Agreement (this “Agreement”) is dated as of April 15, 2026, between WEBUY GLOBAL LTD, a Cayman Islands exempted company (the “Company”), and Bin Xue (the “Purchaser”). The Company and the Purchaser are each referred to herein as a “Party” and collectively as the “Parties”.
WHEREAS, as at the date hereof, the authorized share capital of the Company is US$100,099.9999692 divided into 2,166,666,666 ordinary shares of a par value of US$0.0000462 each, comprising (a) 2,166,250,000 class A ordinary shares of a par value of US$0.0000462 each (the “Class A Ordinary Shares”) and (b) 416,666 class B ordinary shares of a par value of US$0.0000462 each; and
WHEREAS, the Purchaser desires to purchase, and the Company desires to sell and issue to the Purchaser, 100,000 Class B Ordinary Shares (as defined below) on the terms and conditions set forth herein.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:
ARTICLE I.
DEFINITIONS
1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.
“Class B Ordinary Shares” means the class B ordinary shares of the Company, par value US$0.0000462 per share.
“Closing” means the closing of the purchase and issuance of the Purchased Shares pursuant to Section 2.1.
“Closing Date” means April 19, 2026, or such other date as the Parties may mutually agree in writing.
“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Purchase Price” means US$1.17 per Class B Ordinary Share, being the price per share equivalent to the market price per Class A Ordinary Share as quoted on the Nasdaq Capital Market under the ticker symbol “WBUY” on April 14, 2026 (the “Pricing Date”).
“Purchased Shares” means 100,000 Class B Ordinary Shares.
“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Subscription Amount” means, with respect to the Purchaser, the aggregate amount to be paid for the Purchased Shares purchased hereunder, being 100,000 multiplied by the Purchase Price, i.e., US$117,000.
“Subsidiary” means any entity in which the Company, directly or indirectly, owns a majority of the outstanding equity interests.
ARTICLE II.
PURCHASE AND ISSUE OF THE PURCHASED SHARES
2.1 Closing. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Company shall sell and issue to the Purchaser, and the Purchaser shall purchase from the Company, the Purchased Shares for an aggregate purchase price equal to the Subscription Amount. The Closing shall take place on the Closing Date.
2.2 Deliveries.
(a) On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the Subscription Amount by wire transfer of immediately available funds in accordance with the Company’s written wire instructions.
(b) On or prior to the Closing Date, subject to the Company’s receipt of the Subscription Amount from the Purchaser, the Company shall deliver or cause to be delivered to the Purchaser evidence of the issuance of the Purchased Shares registered in the name of the Purchaser on the Company’s register of members.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the Company. The Company hereby represents and warrants to the Purchaser as of the date hereof and as of the Closing Date as follows:
(a) Organization and Qualification. The Company is duly incorporated, validly existing and in good standing under the laws of the Cayman Islands, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.
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(b) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations hereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.
(c) No Conflicts. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s currently effective memorandum and articles of association, (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, any agreement, indenture or instrument to which the Company is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company is subject.
(d) Issuance of the Purchased Shares. The Purchased Shares are duly authorized and, when issued and paid for in accordance with this Agreement, will be duly and validly issued, fully paid and non-assessable (which term when used herein means that no further sums are required to be paid by the holder thereof in connection with the issue thereof), free and clear of all Liens imposed by the Company.
(e) No General Solicitation. Neither the Company nor any Person acting on behalf of the Company has offered or sold any of the Purchased Shares by any form of general solicitation or general advertising.
3.2 Representations and Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof and as of the Closing Date as follows:
(a) Authorization; Enforcement. The Purchaser has the legal capacity and authority to enter into this Agreement and to perform the Purchaser’s obligations hereunder. This Agreement has been duly executed and delivered by the Purchaser and constitutes the valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms.
(b) Investment Purpose. The Purchaser is acquiring the Purchased Shares for the Purchaser’s own account, for investment purposes only, and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of applicable securities laws.
(c) Investor Status. The Purchaser is a non-U.S. person (as defined in Regulation S under the Securities Act) and is acquiring the Purchased Shares in an offshore transaction in compliance with Regulation S under the Securities Act.
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(d) Transfer Restrictions. The Purchaser acknowledges that the Purchased Shares have not been registered under the Securities Act or the securities laws of any other jurisdiction, and may not be transferred except in compliance with applicable securities laws and the articles of association of the Company, as may be amended from time to time.
(e) Experience of the Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares, and has so evaluated the merits and risks of such investment.
ARTICLE IV.
OTHER AGREEMENTS OF THE PARTIES
4.1 Legend. The Purchaser understands that the Purchased Shares will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Purchased Shares):
“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES WERE ISSUED IN AN OFFSHORE TRANSACTION PURSUANT TO REGULATION S UNDER THE SECURITIES ACT AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, ANY U.S. PERSON, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION FROM REGISTRATION.”
4.2 Governing Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflict of laws thereof.
4.3 Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements, whether written or oral, relating to such subject matter.
4.4 Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by both Parties. No waiver of any default with respect to any provision, condition or requirement of this Agreement shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either Party to exercise any right hereunder in any manner impair the exercise of any such right.
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4.5 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their successors and permitted assigns. Neither Party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other Party.
4.6 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
4.7 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
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IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first written above.
| WEBUY GLOBAL LTD | ||
| By: | ||
| Name: | Youyi Zhang | |
| Title: | Chief Financial Officer | |
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SIGNATURE PAGE FOR PURCHASER FOLLOWS]
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[PURCHASER SIGNATURE PAGE TO WEBUY GLOBAL LTD
SHARE PURCHASE AGREEMENT]
IN WITNESS WHEREOF, the undersigned has caused this Share Purchase Agreement to be duly executed as of the date first indicated above.
PURCHASER:
Signature: ________________________
Name: Bin Xue
Subscription Amount: US$117,000
Number of Class B Ordinary Shares: 100,000
Address for Notice: 35 Tampines Street 92, Singapore 528880
Email Address: vincent@webuy.global
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