6-K
WEBUY GLOBAL LTD (WBUY)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February 2026
Commission File Number: 001-41840
WEBUY GLOBAL LTD
35 Tampines Street 92
Singapore 528880
+65 8859 9762
(Address, including zip code, and telephonenumber, 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 ☐
INFORMATION CONTAINED IN THIS CURRENT REPORTON 6-K
Amendment to Convertible Loan Note Agreements and Conversion
WEBUY GLOBAL LTD, a Cayman Islands exempted company (the “Company”), announces that on February 17, 2026, it completed the conversion of certain outstanding convertible loans previously extended to New Retail International Pte. Ltd., the Company’s wholly owned subsidiary (the “Borrower”), by two lenders, Hong Haicheng and Chen Yonglong (the “Lenders”).
The Borrower had previously entered into (i) a Convertible Loan Note Agreement dated November 2, 2022 with Hong Haicheng, and (ii) a Convertible Loan Note Agreement dated April 20, 2023 with Chen Yonglong (collectively, the “Original Convertible Loan Agreements”). On February 12, 2026, the parties entered into Amendment No. 1 to each of the Original Convertible Loan Agreements (the “Amendments”), pursuant to which, among other things, the Company joined as a party and agreed to issue its Class A ordinary shares, par value $0.0000462 per share, of the Company (the “Class A Ordinary Shares”) upon conversion of the outstanding principal amounts.
Pursuant to the Amendments and the respective conversion notices delivered by the Lenders on February 13, 2026, the outstanding principal amounts under the Original Convertible Loan Agreements were converted into an aggregate of 376,413 Class A Ordinary Shares of the Company (the “Conversion Shares”) at a conversion price of $1.19 per share, determined in accordance with the terms of the Amendments based on the market price of the Company’s Class A Ordinary Shares on the Nasdaq Capital Market. Of the Conversion Shares issued: 133,387 Class A Ordinary Shares were issued to Hong Haicheng, and 243,026 Class A Ordinary Shares were issued to Chen Yonglong.
The Conversion Shares constituted approximately 10.56% of the Company’s issued and outstanding Class A Ordinary Shares as of the date of this current report. The Conversion Shares were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), as transactions not involving a public offering. The Conversion Shares constitute restricted securities and are subject to applicable holding period and resale limitations pursuant to Rule 144 under the Securities Act of 1933, as amended.
The foregoing description of the Original Convertible Loan Agreements and the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Convertible Loan Agreements and the Amendments, form of which is attached as Exhibits 10.1 and 10.2 to this report on Form 6-K.
Private Placement
On February 19, 2026, the Company entered into a securities subscription agreement (the “Securities Subscription Agreement”) with Zheng Mingjie (the “Investor”) pursuant to which the Company will issue and sell to the Investor such number of Class A Ordinary Shares of the Company (the “PIPE Shares”) for an aggregate purchase price of US$1,000,000 (the “Purchase Price”) at a purchase price per share equal to 90% of the five (5)-trading day VWAP of the Company’s Class A Ordinary Shares on the Nasdaq Capital Market immediately preceding the closing date (the “Closing”). The Closing is expected to occur in early March 2026.
On February 20, 2026, the Company entered into an amendment (the “Amendment to the Securities Subscription Agreement”) to the Securities Subscription Agreement, pursuant to which the registration rights provisions were amended and restated to provide that the Company will file a resale registration statement on Form F-1 or, if eligible, Form F-3 within 45 days after Closing, use reasonable best efforts to cause it to become effective within 90 days after filing, and maintain its effectiveness for up to two years following Closing or until the resale of the shares thereunder.
The Company received the $600,000 on February 19, 2026, and expects to receive the remaining Purchase Price of $400,000 in early March 2026. The number of PIPE Shares to be issued to the Investor will be determined based on the purchase price, which will be calculated as described above upon the Closing.
The PIPE Shares to be issued in this private placement are expected to be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, Regulation D promulgated thereunder, and/or Regulation S promulgated thereunder.
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The foregoing summary of the Securities Subscription Agreements and the Amendment to the Securities Subscription Agreement does not purport to be complete and is subject to, and qualified in their entirety by, such documents filed as Exhibits 10.3 and 10.4 hereto and incorporated by reference herein.
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.
Debt Settlement
Webuy Travel Pte. Ltd. (“WTPL”), a company incorporated in Singapore and a wholly owned subsidiary of the Company, New Retail International Pte. Ltd. (“NRI”), a company incorporated in Singapore and a wholly owned subsidiary of the Company, and PT Travel With Webuy (“PTWW”), a company incorporated in Indonesia and a 99% owned subsidiary of WTPL (PTWW, NRI and together with WTPL, the “Subsidiaries”), have incurred accounts payable in the aggregate amount of US$688,404.92 to certain creditors in the ordinary course of business (collectively, the “Creditors”).
On February 17, 2026, the Company entered into a debt settlement agreement (the “Debt Settlement Agreement”) with the Creditors, pursuant to which the Company and each Creditor agreed to settle, discharge, and release all outstanding accounts payable owed by the Subsidiaries to the Creditors by way of a debt-to-equity swap, under which the Company would issue an aggregate of 593,453 Class A Ordinary Shares of the Company (the “Settlement Shares”), valued at US$1.16 per share, which was the closing price of the Company’s Class A Ordinary Shares, as reported by Nasdaq on February 13, 2026, in full and final satisfaction and discharge of the aggregate outstanding principal of US$688,404.92. Certain Creditors have directed the Company to issue and allot their respective Settlement Shares to Mao Hongliang (the “Designee”), a designated individual to receive the Settlement Shares on their behalf, while one remaining Creditor chose to receive the Settlement Shares directly in his own name.
On February 17, 2026, the Company issued the Settlement Shares to the Creditors (or their respective Designees, as applicable) in accordance with each Creditor’s direction. Upon issuance of such Settlement Shares, all outstanding obligations of the Company to the Creditors were fully discharged, released, and extinguished. The Settlement Shares constitute approximately 16.65% of the Company’s issued and outstanding Class A Ordinary Shares as of the date of this current report.
The foregoing description of the Debt Settlement Agreements is only a brief description of the material terms of the transaction documents and does not purport to be a complete description of the rights and obligations of the parties thereunder and such agreements are qualified in their entirety by reference to the full text of such documents, form of which is attached as Exhibit 10.5 to this report on Form 6-K.
As of the date of this current report, the Company had 3,563,336 Class A Ordinary Shares issued and outstanding.
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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: February 25, 2026 | By: | /s/ Bin Xue | |
| Name: | Bin Xue | ||
| Title: | Chief Executive Officer |
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Exhibit 10.1
THIS AGREEMENT
is made on the
BETWEEN
[Lender]
Address: [address]
(the “Lender”);
AND
NEW RETAIL INTERNATIONAL PTE. LTD.
(COMPANY REGISTRATION NO. 201839754D)
Registered office at
18 Tampines Industrial Crescent #04-03 Space@Tampines Singapore 528605
(the “Borrower”).
CONVERTIBLE LOAN NOTE AGREEMENT FOR S$[*] (equivalent to US$[*])
THIS AGREEMENT is made on [date] between:
| (1) | [Lender] (NRIC No. [*]) (the “Lender”),<br>residing at [address]. |
|---|---|
| (2) | NEW RETAIL INTERNATIONAL PTE. LTD. (COMPANY REGISTRATION NO.201839754D), a<br> Company incorporated in Singapore and having its registered office at 18 Tampines Industrial<br> Crescent #04-03 Space@Tampines Singapore 528605 (the “Borrower”) |
| --- | --- |
WHEREAS:
The lender has agreed to provide a loan in the amount of US$[*] to the Borrower subject to the terms and conditions hereinafter contained.
WHEREBY IT IS AGREED as follows:
| 1. | DEFINITIONS |
|---|
In this Agreement, unless the context requires otherwise:-
| 1.1 | The following words and expressions shall have the following meanings: |
|---|
“Business Day” means a day (other than a Saturday, Sunday or gazetted public holiday in Singapore) on which commercial banks are open for business in Singapore.
“ClosingDate” shall have the meaning ascribed to it in Clause 2.3;
“Compulsory Conversion” has the meaning ascribed thereto in Clause 3.2;
“ConversionDate” means the date on which Compulsory Conversion occurs pursuant to Clause 3.2;
“Conversion Shares” means such Ordinary shares in the Borrower to be issued to the Lender, credited as fully paid, upon the occurrence of Compulsory Conversion in accordance with Clause 3;
“**Convertible Loan”**means a loan in the principal amount of US$[*] granted by the Lenders to the Borrower pursuant to this Agreement and which is convertible into Ordinary Shares on the terms and conditions set out herein;
“ConvertibleLoan Note” means a promissory note which documents the loan amount for each Lender, along with the Maturity Date.
“Fulfilment Date” means the date that all conditions precedent in Clause 2.1 have been fulfilled, and shall not in any event be later than thirty days after the date of this Agreement (or such other date as the parties hereto may agree in writing);
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“Material Adverse Effect” means any material adverse effect on:
| (a) | the business, operations, property, condition (financial or otherwise) or prospects of any Obligor or of the Group taken as a whole; |
|---|---|
| (b) | the ability of any Obligor to perform its obligations under the Transaction Documents; |
| --- | --- |
| (c) | the validity, legality or enforceability of, or the rights or remedies of the Subscriber under, the Transaction Documents; or |
| --- | --- |
| (d) | the validity, legality or enforceability, or the effectiveness, priority or ranking, of any of the Transaction Security. |
| --- | --- |
“Obligors” means the Issuer, and any other party to a Transaction Documents, and “Obligor” means any one of them.
“FinalConversion Date” means the Maturity Date OR the final date on which the Loan can be converted which shall be fourteen (14) Business Days before the submission of Form A1 to NASDAQ for listing or similar application for an initial public offering on a recognized stock exchange (the “IPO”), of shares in the Issuer or other holding companies of Borrow to be set up for the purpose of the IPO, whichever one is the earlier; and
“Maturity Date” means the date on which this Convertible Loan matures, and is 18 months from the funding date;
“Nominal Amount” means the notional face amount that is used to calculate payments made on the financial instrument;
“Ordinary Shares” means the ordinary shares in the capital of the Borrower;
“Preferred Shares” means the preferred shares in the capital of the Borrower;
“US Dollars” and the sign “US$” mean the lawful currency of the United States of America.
| 1.2 | Any reference to a statutory provision shall include such provision and any regulations made in pursuance<br>thereof as from time to time modified or re-enacted whether before or after the date of this Agreement so far as such modification or<br>re-enactment applies or is capable of applying to any transactions entered into prior to closing and (so far as liability thereunder may<br>exist or can arise) shall include also any past statutory provisions or regulations (as from time to time modified or re-enacted) which<br>such provisions or regulations have directly or indirectly replaced. |
|---|---|
| 1.3 | References to “Recitals”, “Clauses”, “Schedules” and “Appendices”<br>are to recitals, clauses of, the schedules and the appendices to this Agreement and references to this “Agreement” shall mean<br>this Agreement, the Schedules and the Appendices. |
| --- | --- |
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| 1.4 | Any reference to “Closing” shall mean, unless the context otherwise requires, the closing<br>of the extension of the Convertible Loan by the Lenders to the Borrower. |
|---|---|
| 1.5 | The headings in this Agreement are for convenience only and shall not affect the interpretation hereof. |
| --- | --- |
| 1.6 | Unless the context otherwise requires, references to the singular number shall include references to the<br>plural number and vice versa, references to natural persons shall include bodies corporate, and the use of any gender shall include all<br>genders. |
| --- | --- |
| 1.7 | Unless the context otherwise requires, any reference to “parties” shall refer to the Borrower<br>and the Lender and “party” shall refer to any one of them, as the case may be. |
| --- | --- |
| 1.8 | References to any agreement or document including this Agreement shall include such agreement or document<br>as amended, modified, varied or supplemented from time to time. |
| --- | --- |
| 2.1 | CONVERTIBLE LOAN |
| --- | --- |
| 2.1 | The Borrower shall issue, and the Lenders shall subscribe for US$[*] (“the Nominal Amount”)<br>of convertible loan notes (“Notes”). Interest shall accrue on all the unpaid amounts on the Notes at 10% per annum (“Interest”). |
|---|---|
| 2.2 | The Convertible Loan constitutes the direct, unconditional and unsecured obligations of the Borrower subordinated<br>in right of payment to all current and future indebtedness to banks and other financial institutions and pari passu with all the<br>Borrower’s other present and future unsecured and subordinated indebtedness. |
| --- | --- |
| 2.3 | The Lenders agree to provide the Borrower with the Convertible Loan, by [date] (the “ClosingDate”), by way of telegraphic transfer of S$[*] to: |
| --- | --- |
| Beneficiary Name: | New Retail International Pte. Ltd. |
| --- | --- |
| Beneficiary Address: | 18 Tampines Industrial Crescent #04-03 Space@Tampines Singapore 528605 |
| Bank Name: | [*] |
| Bank Address: | [*] |
| Account No: | [*] |
| 2.4 | The Borrower shall procure that the Existing Shareholders shall waive any and all rights of pre-emption<br>which they have (or may have) with respect to the allotment and issue of the Conversion Shares to the Lenders, whether pursuant to the<br>Memorandum or Articles of Association of the Borrower, by contract or otherwise. |
| --- | --- |
| 2.5 | The Lender may not sell, transfer or dispose of any of the Notes. |
| --- | --- |
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| 3 | CONVERSION |
|---|
| 3.1 | The Convertible Loan shall be converted in accordance with this Clause 3. The shares in the Borrower issued<br>or to be issued to the Lenders pursuant to a Compulsory Conversion (as defined below) shall hereinafter be called the “ConversionShares”. |
|---|---|
| 3.2 | The Convertible Loan shall be compulsorily converted into Conversion Shares (“Compulsory Conversion”)<br>upon the occurrence of either of the following events, whichever is earlier: |
| --- | --- |
| (a) | In the event the Borrower has successfully procure a listing on NASDAQ with USD$250,000,000 - USD$300,000,000<br>Market Capitalization (within the 18 months from the Closing Date), the loan, together with all accrued but unpaid Interest, shall convert<br>to Conversion Shares, on the Conversion Date, all of the Convertible Loan based on the fixed valuation of US$120,000,000. |
| --- | --- |
| 4. | REPAYMENT |
| --- | --- |
| 4.1 | Unless previously repaid or the Conversion Rights have been exercised pursuant to Clause 3, the loan shall,<br>subject as otherwise provided in this Agreement, be repaid together with all interest accrued under this Agreement in full on the Maturity<br>Date. There shall be no redemption of the loan before the Maturity Date. |
| --- | --- |
| 4.2 | On the Maturity Date, in the absence of a public listing, the Borrower will have to repay the Convertible<br>loan amount to the lender with the interest of 10% per annum. |
| --- | --- |
| 4.3 | Prior to the Maturity Date, The Borrower may repay the loan at any point in time by notifying the Lender<br>in writing and repaying the loan amount together with all accrued Interest. |
| --- | --- |
| 5. | ONGOING UNDERTAKINGS BY THE COMPANY |
| --- | --- |
The Borrower will notify the Lenders of the occurrence of any event of default (including an Event of Default under this Agreement) under any of its agreements in respect of borrowed money or otherwise immediately upon becoming aware of it and will from time to time on request deliver to the Lenders a certificate confirming that no event of default has occurred or setting out details of any event of default and the action taken or proposed to be taken to remedy it.
| 6. | WARRANTIES AND UNDERTAKINGS |
|---|
| 6.1 | The Borrower hereby represents, warrants and undertakes to the Lenders and their successors-in-title and<br>assigns that: |
|---|---|
| 6.1.1 | it has the power to enter into, exercise its rights and perform and comply with its obligations under<br>this Agreement; |
| --- | --- |
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| 6.1.2 | all actions, conditions and things required to be taken, fulfilled and done including, without limitation,<br>(a) the obtaining of any necessary consents or licence or the making of any filing or registration in order to enable it lawfully to enter<br>into, exercise its rights and perform and comply with its obligations under this Agreement, and to ensure that those obligations are legally<br>binding and enforceable and (b) for the issue of the Conversion Shares have been taken, fulfilled and done; |
|---|---|
| 6.1.3 | its entry into, exercise of its rights and/or performance of or compliance with its obligations under<br>this Agreement, do not and will not violate, or exceed any power or restriction granted or imposed by (a) any law, regulation, authorisation,<br>directive or order (whether or not having the force of law) to which it is subject, (b) its constitutive documents, where applicable or<br>(c) any agreement or arrangement to which it is a party or which is binding on it or its assets; |
| --- | --- |
| 6.1.4 | its obligations under this Agreement are valid, binding and enforceable in accordance with their terms; |
| --- | --- |
| 6.1.5 | no liquidation, judicial management is current or pending or, so far as the Borrower is aware, threatened<br>(a) to restrain the entry into, exercise of the rights under or performance or enforcement of or compliance with the obligations under<br>this Agreement, or (b) which has or could have a material adverse effect on the Borrower; and |
| --- | --- |
| 6.1.6 | no steps have been taken by the Borrower nor have any legal proceedings been started or threatened for<br>the dissolution of the Company or for the appointment of a receiver, trustee or similar officer of the Company or the assets of the Company. |
| --- | --- |
| 6.2 | If prior to closing, the Lenders shall find that any of the representations, warranties or undertakings<br>on the part of the Borrower under this Agreement have not in any material respects been carried out or complied with or are otherwise<br>untrue or incorrect in any material respects, the Lenders shall be entitled by notice in writing to the Borrower to (i) rescind this Agreement<br>but failure to exercise this right shall not constitute a waiver of any other right of the Lenders or its successors-in-title or assigns<br>arising out of any breach of representation, warranty or undertaking; or (ii) terminate this Agreement and thereupon all of the Lenders’<br>obligations under this Agreement shall cease. |
| --- | --- |
In the event that the Lenders proceed with closing under this Agreement despite having actual knowledge of any breach of any representation, warranty or undertaking, such act of closing shall be deemed to be a waiver of such representation, warranty or undertaking. For the avoidance of doubt, the Lenders shall be entitled to attach such condition(s) as the parties may agree in respect of such waiver.
| 6.3 | Rescission or termination of this Agreement under Clause 6.2 shall not extinguish any right to damages<br>to which the parties or their successors-in-title or assigns may be entitled to in respect of a breach of this Agreement. |
|---|
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| 6.4 | The representations and warranties given hereunder are valid down to and including the Closing Date but<br>any antecedent breaches or causes of action accrued prior to or on the Closing Date in respect of any breach of such representations and<br>warranties shall survive closing and conversion of the Convertible Loan into Conversion Shares. All undertakings given hereunder shall<br>survive closing and conversion of the Convertible Loan into Conversion Shares. |
|---|---|
| 7. | LENDER’S WARRANTIES |
| --- | --- |
Each Lender represents and warrants to the Borrower as at the date of this Agreement as follows:
| 7.1 | he has the power and authority to execute, deliver and perform the terms and provisions of this Agreement<br>and will continue to have such power and authority to execute and perform his obligations under this Agreement; |
|---|---|
| 7.2 | all necessary action has been taken to authorise his execution, delivery and performance of this Agreement;<br>and |
| --- | --- |
| 7.3 | this Agreement constitutes the legal, valid and binding obligations of the Lender enforceable against<br>him in accordance with its terms; and |
| --- | --- |
| 7.4 | his entry into, exercise of his rights and/or performance of or compliance with his obligations under<br>this Agreement, do not and will not violate, or exceed any power or restriction granted or imposed by (a) any law, regulation, authorisation,<br>directive or order (whether or not having the force of law) to which he is subject or (b) any agreement or arrangement to which he is<br>a party or which is binding on him or his assets; |
| --- | --- |
| 8. | TERMINATION |
| --- | --- |
Termination of this Agreement and/or any party’s obligations under this Agreement shall not affect the obligations of each party under this Agreement as are intended of their nature or by their terms, to continue past termination; nor shall such termination relieve any party of any antecedent breaches of any terms and conditions of this Agreement.
| 10. | TIME OF THE ESSENCE |
|---|
Time shall be of the essence of this Agreement, both as regards the times, dates and periods mentioned herein and as to any times, dates and periods which may, by agreement in writing between the Borrower and the Lender, be substituted for herein.
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| 10. | COSTS AND EXPENSES |
|---|
The Borrower shall bear reasonable legal costs incurred in the preparation, negotiation and execution of this Agreement and related documents.
| 11. | RELEASE AND INDULGENCE |
|---|
Any liability to any party hereto may in whole or in part be released, compounded or compromised or time or indulgence given by that party in that party’s absolute discretion as regards any other party hereto under such liability without in any way prejudicing or affecting the first party’s rights against any other party or parties hereto under the same or a like liability whether joint and several or otherwise.
| 12. | NOTICES |
|---|
| 12.1 | All notices, demands or other communications required or permitted to be given or made hereunder shall<br>be in writing and delivered personally or sent by prepaid registered post or by email, addressed to the intended recipient thereof at<br>his or its address set out below (or to such other address as any party may from time to time notify the others in writing). |
|---|
To the Borrower:
| Name: | New Retail International Pte. Ltd |
|---|---|
| Address: | 18 Tampines Industrial Crescent #04-03 Space@Tampines Singapore 528605 |
| Attention: | Xue Bin, CEO |
| Email: | [*] |
| To the Lender: | |
| Name: | [Lender] |
| Address: | [address] |
| 12.2 | Any such notice, demand or communication shall be deemed to have been duly served if given or made by<br>email at the time that the recipient confirms reading the email or (if given or made by letter) seven Business Days after posting and<br>in proving the same it shall be sufficient to show that the envelope containing the same was duly addressed, stamped and posted or upon<br>actual receipt by the intended recipient. |
| --- | --- |
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| 13. | PREVIOUS AGREEMENTS |
|---|
| 13.1 | This Agreement and the documents referred to herein are in substitution for all previous agreements relating<br>to the subject matter of this Agreement, both written and oral, between all or any of the parties hereto and contain the whole agreement<br>between the parties relating to the subject matter of this Agreement. |
|---|---|
| 13.2 | No amendment or variation of this Agreement shall be effective unless in writing and signed by or on behalf<br>of each of the parties. |
| --- | --- |
| 14. | FURTHER ASSURANCE |
| --- | --- |
The Borrower will if reasonably requested by the Lenders do or procure the doing of all such acts and will execute or procure the execution of all such documents as may reasonably be necessary or desirable for giving full effect to this Agreement.
| 15. | REMEDIES |
|---|
No remedy conferred by any of the provisions of this Agreement is intended to be exclusive of any other remedy which is otherwise available at law, in equity, by statute or otherwise, and each and every other remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law, in equity, by statute or otherwise. The election of any one or more of such remedies by any of the parties hereto shall not constitute a waiver by such party of the right to pursue any other available remedies.
| 16. | ASSIGNABILITY |
|---|
| 16.1 | This Agreement shall benefit and be binding on the parties, their respective successors and any permitted<br>assignee or transferee of some or all of a party’s rights or obligations under this Agreement. Any reference in this Agreement shall<br>be construed accordingly. |
|---|---|
| 16.2 | This Agreement, and all rights and obligations hereunder, are personal to the parties hereto and without<br>the prior written consent of the other party, each party shall not assign, transfer or novate or attempt to assign, transfer or novate<br>all or any of its rights or obligations hereunder to any third party. |
| --- | --- |
| 17. | SEVERANCE |
| --- | --- |
If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, in whole or in part, the legality, validity and enforceability of the remainder of this Agreement shall not be affected.
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| 18. | COUNTERPARTS |
|---|
This Agreement may be signed in any number of counterparts and by the parties on separate counterparts, each of which when so executed shall be an original, but all counterparts shall together constitute one and the same document.
| 19. | GOVERNING LAW AND SUBMISSION TO JURISDICTION |
|---|
| 19.1 | This Agreement is governed by, and shall be construed in accordance with, the laws of Singapore. |
|---|---|
| 19.2 | The parties hereto irrevocably submit to the non-exclusive jurisdiction of the courts of Singapore in<br>any matter or dispute arising under or in respect of this Agreement. |
| --- | --- |
| 20. | THIRD PARTY RIGHTS |
| --- | --- |
A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore, to enforce or enjoy the benefit of any term of this Agreement.
| 21. | CONFIDENTIALITY |
|---|
The terms and conditions (hereinafter referred to collectively as the “Terms”), of this Agreement, all schedules attached hereto and thereto (collectively, the “Financing Agreements”) and the transactions contemplated by the Financing Agreements, including their existence, shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below.
| 21.1 | Each of the Parties agrees to keep strictly secret and confidential, and under no circumstances to disclose<br>to any person or entity which is not a party hereto, any confidential information arising from or in connection with this Agreement unless<br>disclosure of such information is expressly permitted by the prior written consent in writing of the other Parties. |
|---|
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| 21.2 | Notwithstanding Clauses 21 and 21.1 above, the confidentiality obligation shall not apply to:- |
|---|---|
| (a) | any information obtained from any Party hereto which becomes generally known to the public, other than<br>by reason of any wilful or negligent act or omission of any Party hereto or any of its agents, advisers, directors, officers, employees<br>or representatives; |
| --- | --- |
| (b) | any information which is required to be disclosed pursuant to any applicable laws or to any competent<br>governmental or statutory authority or pursuant to rules or regulations of any relevant regulatory, administrative or supervisory body<br>(including, without limitation, any relevant stock exchange or securities council); |
| --- | --- |
| (c) | any information disclosed by any of the Parties to their respective bankers, financial advisers, consultants<br>and legal or other advisers for the purposes of this Agreement; and |
| --- | --- |
| (d) | with respect to each Investor, without disclosing the identities of the other Investors or the terms of<br>their respective investments in the Company without their consent, information relating to such Investor’s investment in the Company<br>to third parties or to the public at its sole discretion and, if it does so, the other Parties shall have the right to disclose to third<br>parties any such information disclosed in a press release or other public announcement by such Investor. |
| --- | --- |
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IN WITNESS WHEREOF this Agreement has been entered into the day and year first above written.
LENDERS
Signed by [Lender]
IC No. [*]
For and on behalf of
In the presence of:-
| THE COMPANY | |
|---|---|
| By: | /s/ Xue Bin |
| Name: | Xue Bin |
NRIC No. [*]
For and on behalf of
New Retail International Pte. Ltd.
In the presence of:-
Exhibit 10.2
AMENDMENT NO. 1
TO
CONVERTIBLE LOAN NOTE AGREEMENT
THIS AMENDMENT NO. 1 (this “Amendment”) is made on 12 February 2026
BETWEEN
(1) [*] (the “Lender”), residing at [address];
(2) NEW RETAIL INTERNATIONAL PTE. LTD. (COMPANY REGISTRATION NO.201839754D), a company incorporated in Singapore and having its registered office at 35 Tampines Street 92, Singapore 528880 (the “Borrower”); and
**(3)**WEBUY GLOBAL LTD, a company incorporated in the Cayman Islands, whose Class A Ordinary Shares (as defined below) are listed and traded on the Nasdaq Capital Market under the symbol “WBUY” (the “Listco”).
(each a “Party” and collectively, the “Parties”).
RECITALS
**(A)**The Parties entered into a Convertible Loan Note Agreement dated [*] (the “Original Agreement”) pursuant to which the Lender extended a convertible loan in the principal amount of S$[*] (US$[*]) (the “Convertible Loan”) to the Borrower.
**(B)**The Listco is a holding company and the sole shareholder of the Borrower. The Listco was incorporated for the purpose of, inter alia, effecting the listing and trading of its Class A Ordinary Shares (as defined below) on the Exchange (as defined below).
**(C)**Under the Original Agreement, the Convertible Loan was to be compulsorily converted into Conversion Shares upon the Borrower successfully procuring a listing on NASDAQ with a market capitalisation of US$250,000,000 to US$300,000,000 within eighteen (18) months of the Closing Date, at a fixed valuation of US$120,000,000. The Original Agreement further contemplated under Clause 1.1 that listing might be effected through “wholly-owned holding companies of Borrower to be set up for the IPO.”
**(D)**The Maturity Date (as defined in the Original Agreement) has passed. The Listco has since completed an initial public offering and its Class A Ordinary Shares have been listed and traded on the Nasdaq Capital Market (the “Exchange”) since approximately October 19, 2023.
**(E)**Notwithstanding the listing, the Convertible Loan has not been converted into Conversion Shares and remains outstanding. As of the date of this Amendment, the Outstanding Amount (as defined below) has not been repaid fully.
**(F)**The Parties now wish to: (i) amend the Original Agreement to permit conversion of the Convertible Loan notwithstanding that the Maturity Date has passed; (ii) replace the fixed valuation-based conversion mechanism with a market-price-based conversion mechanism referencing the traded price of the Listco’s Class A Ordinary Shares on the Exchange; and (iii) join the Listco as a party to this Amendment so that the Listco assumes direct obligations to allot and issue Conversion Shares to the Lender upon conversion.
NOW IT IS HEREBY AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
|---|---|
| 1.1 | Capitalised terms used in this Amendment and not otherwise defined<br>herein shall have the meanings ascribed to them in the Original Agreement. |
| --- | --- |
| 1.2 | References to the “Agreement” in the Original Agreement<br>shall, from the date of this Amendment, be construed as references to the Original Agreement as amended by this Amendment. |
| --- | --- |
| 1.3 | The following new definitions are hereby added to Clause 1.1 of the Original Agreement: |
| --- | --- |
“Amendment Effective Date” means the date of this Amendment;
“Conversion Notice” means a written notice from the Lender to the Borrower and the Listco electing to convert the Outstanding Amount (or any part thereof) into Conversion Shares in accordance with Clause 3 (as amended);
“Conversion Price” means the official closing price of the Company’s Class A Ordinary Shares on the Exchange on the Trading Day immediately preceding the date of the Conversion Notice, as reported by Bloomberg (or, if unavailable, such other reputable financial data provider as the Parties may agree);
“Conversion Shares” means Class A Ordinary Shares of the Listco to be issued to the Lender, credited as fully paid, upon conversion of the Convertible Loan in accordance with Clause 3 (as amended). For the avoidance of doubt, this definition supersedes the definition of “Conversion Shares” in the Original Agreement, which referenced ordinary shares in the Borrower;
“Exchange” means the Nasdaq Capital Market on which the Listco’s Class A Ordinary Shares are listed and traded;
“Extended Conversion Deadline” means the date following twelve (12) months after the Amendment Effective Date, or such later date as the Parties may agree in writing;
“Class A Ordinary Shares” means the Class A ordinary shares, par value of US$0.0000462 each, of WEBUY GLOBAL LTD that are listed and traded on the Exchange;
“Outstanding Amount” means, as of the date of the Conversion Notice, the aggregate of the principal amount of the Convertible Loan then outstanding; and
“Trading Day” means a day on which the Exchange is open for trading and on which Class A Ordinary Shares are traded.
| 2. | EXTENSION OF CONVERSION RIGHT |
|---|---|
| 2.1 | Notwithstanding anything to the contrary in the Original Agreement<br>(including the definitions of “Final Conversion Date” and “Maturity Date” and the provisions of Clauses 3 and<br>4 thereof), the Parties hereby agree that the Lender’s right to convert the Convertible Loan into Conversion Shares shall not be<br>extinguished, lapsed, or otherwise terminated by reason only of the Maturity Date having passed. |
| --- | --- |
| 2.2 | The Lender may exercise the right of conversion at any time<br>from the Amendment Effective Date up to and including the Extended Conversion Deadline by delivering a Conversion Notice to the Borrower. |
| --- | --- |
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| 2.3 | The definition of “Final Conversion Date” in Clause 1.1 of the Original Agreement is hereby deleted in its entirety and replaced with the following: |
|---|
“Final Conversion Date” means the Extended Conversion Deadline.”
| 2.4 | If the Lender has not delivered a Conversion Notice on or before<br>the Extended Conversion Deadline, the Borrower shall have the right, exercisable by written notice to the Lender within fifteen (15)<br>Business Days after the Extended Conversion Deadline (a “Company Conversion Notice”), to elect to convert all of the Outstanding<br>Amount into Conversion Shares on the same terms as if the Lender had delivered a Conversion Notice on the date of the Company Conversion<br>Notice. |
|---|---|
| 3. | AMENDED CONVERSION MECHANISM |
| --- | --- |
| 3.1 | Clause 3.2(a) of the Original Agreement is hereby deleted in its entirety and replaced with the following: |
| --- | --- |
“(a) Upon delivery of a valid Conversion Notice, the Outstanding Amount shall convert into Conversion Shares at the Conversion Price.
The Conversion Price per Conversion Share shall be the official closing price of the Company’s Class A Ordinary Shares on the Exchange on the Trading Day immediately preceding the date of the Conversion Notice, as reported by Bloomberg (or, if unavailable, such other reputable financial data provider as the Parties may agree).
The number of Conversion Shares to be issued shall be:
Number of Conversion Shares = Outstanding Amount ÷Conversion Price
Any fractional share shall be rounded down to the nearest whole share.
| 3.2 | The following new Clause 3.2A is hereby inserted immediately after Clause 3.2 of the Original Agreement: |
|---|
“3.2A Conversion Mechanics
| (a) | The Conversion Notice shall be in writing and shall specify: |
|---|---|
| (i) | the amount of the Outstanding Amount to be converted; and |
| --- | --- |
| (ii) | the Lender’s securities account or depository details to which the Conversion Shares are to be credited. |
| --- | --- |
| (b) | Within five (5) Business Days of receipt of a valid Conversion Notice (the “Conversion Date”),<br>the Listco shall: |
| --- | --- |
| (i) | allot and issue the Conversion Shares, credited as fully paid, to the Lender; |
| --- | --- |
| (ii) | procure that the Conversion Shares are admitted to trading on the Exchange; and |
| --- | --- |
| (iii) | deliver to the Lender a written confirmation of the number of<br>Conversion Shares issued and the Conversion Price applied. |
| --- | --- |
(c) The Conversion Shares shall rank pari passu in all respects with the existing Class A Ordinary Shares from the Conversion Date, including as to dividends and other distributions declared, made, or paid by reference to a record date falling on or after the Conversion Date.
(d) The Lender may deliver more than one Conversion Notice, provided that each Conversion Notice meets the minimum conversion amount and the aggregate of all conversions does not exceed the Outstanding Amount. For the avoidance of doubt, the Lender is not required to convert the entire Outstanding Amount in a single Conversion Notice.
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(e) If, between the Amendment Effective Date and the Conversion Date, there occurs any subdivision, consolidation, reclassification, bonus issue, or similar event affecting the Class A Ordinary Shares, the Conversion Price shall be adjusted on a basis that is fair and reasonable to both Parties so as to preserve the economic entitlement of the Lender.”
| 3.3 | The following new Clause 3.2B is hereby inserted immediately after Clause 3.2A: |
|---|
“3.2B Lock-Up
Unless otherwise agreed in writing by the Borrower, the Lender shall not sell, transfer, or otherwise dispose of more than twenty-five percent (25%) of the Conversion Shares received pursuant to any single Conversion Notice in any thirty (30) calendar day period following the relevant Conversion Date. This restriction shall cease to apply one hundred and eighty (180) calendar days after the relevant Conversion Date.”
| 4. | CONSEQUENTIAL AMENDMENTS |
|---|---|
| 4.1 | All references to the “fixed valuation of US$120,000,000”<br>in the Original Agreement are hereby deleted and shall have no further force or effect. |
| --- | --- |
| 4.2 | All references to “USD$250,000,000 – USD$300,000,000<br>Market Capitalization” as a condition for conversion in the Original Agreement are hereby deleted. The Parties acknowledge that<br>such listing condition has been satisfied. |
| --- | --- |
| 4.3 | Clause 3.1 of the Original Agreement is hereby amended by adding<br>the following sentence at the end: “The Conversion Shares shall consist of Class A Ordinary Shares of the Listco admitted to trading<br>on the Exchange.” |
| --- | --- |
| 4.4 | Clause 4.2 of the Original Agreement is hereby amended by deleting<br>“On the Maturity Date, in the absence of a public listing” and replacing it with “If the Convertible Loan has not been<br>converted in full by the Extended Conversion Deadline”. |
| --- | --- |
| 4.5 | The Lender hereby irrevocably waives all interest that has accrued<br>or would otherwise accrue on the Convertible Loan under the Original Agreement, whether accrued before, on, or after the Amendment Effective<br>Date. For the avoidance of doubt, no interest shall be payable by the Borrower in respect of any period. |
| --- | --- |
| 4.5A. | The Parties acknowledge and agree that, as of the Amendment<br>Effective Date, the Outstanding Amount is S$[*] (US$[*]). |
| --- | --- |
4.6 All references in the Original Agreement to the allotment and issue of “Conversion Shares” or “Ordinary Shares” to the Lender upon conversion shall, from the date of this Amendment, be read and construed as references to the allotment and issue of ordinary shares in the capital of the Listco.
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| 5. | REPRESENTATIONS AND WARRANTIES |
|---|---|
| 5.1 | Each Party represents and warrants to the other that, as of the date of this Amendment: |
| --- | --- |
| (a) | it has the power and authority to enter into and perform this Amendment; |
| --- | --- |
(b) all necessary actions (including all corporate authorisations and, in the case of the Borrower, any required board and shareholder approvals) have been taken to authorise the execution, delivery and performance of this Amendment; and
(c) this Amendment constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.
| 5.2 | The Borrower further represents and warrants that: |
|---|
(a) the Class A Ordinary Shares are duly listed and traded on the Exchange and such listing has not been suspended or revoked;
(b) it has (or will, prior to any Conversion Date, procure) sufficient authorised but unissued share capital to allot and issue the maximum number of Conversion Shares that could be issued upon conversion of the entire Outstanding Amount; and
(c) no event has occurred which could reasonably be expected to result in the suspension or delisting of the Class A Ordinary Shares from the Exchange.
| 6. | GENERAL PROVISIONS |
|---|---|
| 6.1 | Continued Effect. Save as expressly amended by this Amendment,<br>the Original Agreement shall continue in full force and effect. In the event of any conflict or inconsistency between the provisions<br>of this Amendment and the Original Agreement, the provisions of this Amendment shall prevail. |
| --- | --- |
| 6.2 | Governing Law. This Amendment shall be governed by and<br>construed in accordance with the laws of Singapore. The Parties irrevocably submit to the non-exclusive jurisdiction of the courts of<br>Singapore. |
| --- | --- |
| 6.3 | Counterparts. This Amendment may be executed in any number<br>of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. |
| --- | --- |
| 6.4 | Entire Agreement. This Amendment, together with the Original<br>Agreement (as amended hereby), constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes<br>all prior negotiations, representations, warranties, commitments, offers, and agreements in respect thereof. |
| --- | --- |
5
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first above written.
LENDER
| By: | /s/ [Lender] | Date: 12 February 2026 |
|---|---|---|
| Name: | [Lender] | |
| NRIC No.: [*] |
BORROWER AND LISTCO
| By: | /s/ Xue Bin | Date: 12 February 2026 |
|---|---|---|
| Name: | Xue Bin |
For and on behalf of Borrower and Listco
NRIC No.: [*]
Exhibit 10.3
SECURITIES SUBSCRIPTION AGREEMENT
(Private Investment in Public Equity – PIPE)
This Securities Subscription Agreement (this “Agreement”) is made as of February 19, 2026, by and between:
WEBUY GLOBAL LTD, a company organized under the laws of the Cayman Islands (the “Company”), whose ordinary shares are listed on the Nasdaq Capital Market under the symbol “WBUY,”
and
Zheng Mingjie, an individual (the “Investor”).
ARTICLE I – SUBSCRIPTION AND PURCHASE OF SHARES
| 1.1 | Subscription |
|---|
Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to issue and sell to the Investor, Class A ordinary shares, par value of US$0.0000462 per share, of the Company (the “Shares”) for an aggregate purchase price of USD$1,000,000 (the “Subscription Amount”).
| 1.2 | Purchase Price |
|---|
The purchase price per Share shall be equal to 90% of the volume-weighted average price (VWAP) of the Company’s Shares on the Nasdaq Capital Market for the five (5) trading days immediately preceding the Closing Date.
| 1.3 | Closing |
|---|
The closing shall occur in early March 2026. At the Closing:
| (a) | Investor shall deliver the Subscription Amount by wire transfer<br>pursuant to Section 1.4. |
|---|---|
| (b) | Company shall issue and deliver the Shares to the Investor’s brokerage account. |
| --- | --- |
| 1.4 | Payment Terms |
| --- | --- |
Notwithstanding Section 1.3, the Subscription Amount of USD$1,000,000 shall be paid by the Investor in two (2) installments as follows:
| (a) | USD$600,000 shall be paid by wire transfer to the Company on<br>or before February 19, 2026; and |
|---|---|
| (b) | The remaining USD 400,000 shall be paid by wire transfer to<br>the Company in early March 2026. |
| --- | --- |
The issuance of Shares may be effected in tranches corresponding to the receipt of each installment, unless otherwise agreed by the Parties in writing.
ARTICLE II – COMPANY REPRESENTATIONS
The Company represents:
| - | It is duly incorporated and in good standing. |
|---|---|
| - | The Shares will be validly issued, fully paid, and non-assessable. |
| --- | --- |
| - | The issuance is duly authorized. |
| --- | --- |
| - | The Company is in compliance with Nasdaq rules. |
| --- | --- |
| - | All required SEC filings have been made. |
| --- | --- |
ARTICLE III – INVESTOR REPRESENTATIONS
The Investor represents:
| - | It is an accredited investor. |
|---|---|
| - | It is acquiring the Shares for investment purposes. |
| --- | --- |
| - | It has sufficient financial knowledge and access to information. |
| --- | --- |
ARTICLE IV – REGISTRATION RIGHTS
| 4.1 | The Company shall file a resale registration statement on Form F-1 (“Form F-1”) within 45 days after Closing. |
|---|---|
| 4.2 | The Company shall use reasonable efforts to make it effective<br>within 90 days after the initial public filing of the Form F-1. |
| --- | --- |
| 4.3 | The Form F-1 shall remain effective until all Shares are sold<br>or two (2) years have passed. |
| --- | --- |
ARTICLE V – COVENANTS
The Company shall use proceeds for general corporate purposes and maintain Nasdaq listing.
ARTICLE VI – LOCK-UP
The Investor agrees that, for a period of thirty (30) days following the Closing, it shall not, directly or indirectly, sell, transfer, assign, pledge, hypothecate, or otherwise dispose of any Shares, nor enter into any agreement or arrangement to do any of the foregoing.
Notwithstanding the foregoing, the Investor may sell the Shares pursuant to an effective Registration Statement on Form F-1 covering the resale of the Shares.
ARTICLE VII – CONDITIONS TO CLOSING
Closing is subject to accuracy of representations, Nasdaq listing, and receipt of funds.
ARTICLE VIII – INDEMNIFICATION
Each Party agrees to indemnify the other for breaches of representations.
2
ARTICLE IX - MISCELLANEOUS
Governing Law: State of New York.
This Agreement constitutes the entire agreement between the Parties.
| SIGNATURES | |
|---|---|
| WEBUY GLOBAL LTD | |
| By: | /s/ Xue Bin |
| Name: | Xue Bin |
| Title: | CEO |
| Date: | 13-Feb-2026 |
| Investor | |
| By: | /s/ Zheng Mingjie |
| Name: | Zheng Mingjie |
Subscription Amount: USD$1,000,000
Date: 19-Feb-2026
Exhibit 10.4
FIRST AMENDMENT TO
SECURITIES SUBSCRIPTION AGREEMENT
This First Amendment to Securities Subscription Agreement (this “Amendment”) is made as of February 20, 2026, by and between:
WEBUY GLOBAL LTD, a Cayman Islands exempted company (the “Company”), and
Zheng Mingjie (the “Investor”).
WHEREAS, the Company and the Investor entered into that certain Securities Subscription Agreement dated February 19, 2026 (the “Agreement”);
WHEREAS, the parties desire to amend Article IV (Registration Rights) of the Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:
1. Amendment to Article IV – Registration Rights
Article IV of the Agreement is hereby amended and restated in its entirety as follows:
ARTICLE IV – REGISTRATION RIGHTS
4.1 The Company shall file a resale registration statement on FormF-1 or Form F-3 (if the Company is then eligible to use Form F-3) covering the resale of the Shares (the “Registration Statement”)within forty-five (45) days after the Closing.
4.2 The Company shall use reasonable best efforts to cause suchRegistration Statement to be declared effective within ninety (90) days after the initial public filing thereof.
4.3 The Registration Statement shall remain effective until theearlier of (i) the date on which all Shares covered thereby have been sold pursuant to such Registration Statement or Rule 144, or (ii)two (2) years following the Closing Date.
2. No Other Amendments
Except as expressly amended hereby, all other terms and provisions of the Agreement shall remain in full force and effect.
3. Governing Law
This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
[Signature Pages as Follows]
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
| WEBUY GLOBAL LTD | |
|---|---|
| By: | /s/ Xue Bin |
| Name: | Xue Bin |
| Title: | CEO |
| INVESTOR | |
| By: | /s/ Zheng Mingjie |
| Name: | Zheng Mingjie |
Exhibit 10.5
DEBT SETTLEMENT AND MUTUAL RELEASE
Dated as of February 17, 2026
This Debt Settlement and Mutual Release Agreement (the “Agreement”) is entered into as of the date first set forth above (the “Effective Date”) by and among (i) Webuy Travel Pte. Ltd. (“WTP”), (ii) New Retail International Pte. Ltd. (“NRI”), (iii) PT Travel With Webuy (“PTWW”), (iv) WEBUY GLOBAL LTD (“Webuy”). Each of WTP, NRI, PTWW, Mao Hongliang, and Webuy may be referred to herein individually as a “Party” and collectively as the “Parties.”
WHEREAS, Webuy holds 100% equity interest in WTP and WTP is a direct wholly-owned subsidiary of Webuy.
WHEREAS, Webuy holds 100% equity interest in NRI and NRI is a direct wholly-owned subsidiary of Webuy.
WHEREAS, Webuy holds 99% equity interest in PTWW and PTWW is a direct partially-owned subsidiary of Webuy.
WHEREAS, WTP incurred accounts payables to the following creditors in the aggregate amount of USD$549,393.66 (the “WTP Debt”):
These balances are as of USD$549,393.65, 2026:
- HARBIN SNOWTOWN INTERNATIONAL TRAVEL SERVICE CO LTD
Address: 6-6, Commer. Bldg. 6, 576 Wenjin Rd., Songbei Dist., Harbin, Heilongjiang Province, China
Company Reg. No.: 91230102086039597Q
Amount: USD$119,552.75
- SICHUAN XINCHENG INTERNATIONAL TRAVEL SERVICE CO LTD
Address: No. 1700, North Section of Tianfu Avenue, High-tech Zone, Chengdu, Sichuan Province, China.
Company Reg. No.: 91510100MA6CBNN67J
Amount: USD$43,652.38
- XIAMEN ORANGE INTERNATIONAL TRAVEL SERVICE CO LTD
Address: 147-117 Binshui Sili Jimei District, Xianmen, Fujian Province, China
Company Reg. No: 91350206MA2XQ9TT9W
Amount: USD$80,900.25
- YUNNAN PROVINCE INTERNATIONAL TRAVEL AGENCY (GROUP) CO. LTD
Address: No. 488, Huancheng East Road, Guandu District, Kunming, Yunnan Province, China
Company Reg. No: 9153010232286942XW
Amount: USD$84,958.83
- ZHANGJIAJIE FOUR SEASONS BEAUTIFUL INTERNATIONAL TRAVEL SERVICE CO., LTD
Address: No.151 Jiefang Road, Yongding District, Zhangjiajie City, Hunan Province, China
Company Reg. No.: 91430802MA4L812X25
Amount: USD$155,898.27
- ZHEJIANG SHENYI INTERNATIONAL TOURISM CO., LTD
Address: Room509, Wangjiang East Road, Shangcheng District, Hangzhou, Zhejiang Province, China
Company Reg. No.: 91330102MA2KH5CCXQ
Amount: USD$64,431.17
WHEREAS, NRI incurred accounts payables to the following creditor in the amount of USD$103,557.75 (the “NRI Debt”):
- WANG XIAN HUI
Address: Room 101, Unit 3, Building 3, Qiyuan 4th Street, Wan’an Subdistrict, Shuangliu District, Chengdu City，China
Passport No.: EJ2762898 Amount: USD$103,557.75
WHEREAS, PTWW incurred accounts payables to the following creditor in the amount of USD$35,453.52 (the “PTWW Debt”):
- HARBIN SNOWTOWN INTERNATIONAL TRAVEL SERVICE CO LTD
Address: 6-6, Commer. Bldg. 6, 576 Wenjin Rd., Songbei Dist., Harbin, Heilongjiang Province, China
Company Reg. No.: 91230102086039597Q
Amount: USD$35,453.52
WHEREAS, the above creditors have appointed Mao Hongliang (PRC ID No. [*]), a natural person residing in the People’s Republic of China, to receive settlement on their behalf.
WHEREAS, Mao Hongliang entered into a debt assignment agreement with the creditors on February 16, 2026, under which Mao Hongliang shall be entitled to the WTP Debt, NRI Debt, and PTWW Debt (together, the “Debt”) in the amount of USD$688,404.92 in its entirety.
WHEREAS, Webuy intends to settle the Debt in the amount of USD$688,404.92 on behalf of WTP, NRI, and PTWW by issuing restricted Class A ordinary shares (the “Restricted Shares”) to Mao Hongliang.
WHEREAS, the Parties now wish to settle the Debt in a total amount of USD$688,404.92, subject to the terms and conditions as set forth herein.
2
NOW, THEREFORE, in consideration of the premises and of the terms and conditions herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, each intending to be legally bound, hereby agree as follows:
| 1. | Conversion of Debt into Equity Interest. Effective as of the Effective Date, the Parties acknowledge<br>and agree that the Debt is hereby converted into equity interest in Webuy and shall be of no further force or effect and, to the extent<br>payable, shall be deemed paid in full. |
|---|
Issuance of Shares. Webuy shall issue 593,453 Restricted Shares, valued at US$1.16 per share, which is the closing price as reported by Nasdaq on February 13, 2026, to US$1.16. The Restricted Shares shall be duly authorized, fully paid and non-assessable.
The Parties acknowledge and agree that:
| (a) | The Restricted Shares have not been registered under the U.S.<br>Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. |
|---|---|
| (b) | The issuance is made in reliance on an exemption from registration<br>under the Securities Act, including Section 4(a)(2) and/or Regulation S, as applicable. |
| --- | --- |
| (c) | The Restricted Shares shall be “restricted securities”<br>within the meaning of Rule 144 under the Securities Act and may not be sold, transferred, pledged or otherwise disposed of unless (i)<br>pursuant to an effective registration statement, or (ii) pursuant to an applicable exemption from registration, including Rule 144. |
| --- | --- |
| (d) | Mao Hongliang acknowledges that Webuy has no obligation to register<br>the Restricted Shares, and Webuy makes no promise or commitment to file any registration statement with respect to such Restricted Shares. |
| --- | --- |
| 2. | Mutual Release. Upon completion of the requirement contained in Section 2 hereof, the Parties,<br>on behalf of themselves and their respective direct or indirect predecessors, successors, parent companies, divisions, subsidiaries, agents,<br>affiliates, subrogees, insurers, trustees, trusts, administrators, representatives, personal representatives, legal representatives, transferees,<br>assigns and successors in interest of assigns, and any firm, trust, corporation, partnership, and the respective consultants, employees,<br>legal counsel, officers, directors, managers, shareholders, stockholders, owners of any of the foregoing (collectively, in such capacity,<br>the “Releasors”), in consideration of completion of the items contained in Section 1 above, hereby remise, release,<br>acquit and forever discharge the other Party and their agents, transferees, consultants, employees, legal counsel, successors, assigns,<br>successors in interest of assigns, subrogees, insurers, trustees, trusts, administrators, fiduciaries and representatives, legal representatives,<br>personal representatives and any firm, trust, corporation or partnership (collectively, in such capacity, the “Releasees”),<br>of and from any and all federal, state, local, foreign and any other jurisdiction’s statutory or common law claims (including claims<br>for contribution and indemnification), causes of action, complaints, actions, suits, defenses, debts, sums of money, accounts, covenants,<br>controversies, agreements, promises, losses, damages, orders, judgments, professional liability actions, and demands of any nature whatsoever,<br>in law or equity, known or unknown, of any kind, including, but not limited to, claims or other legal forms of action or from any other<br>conduct, act, omission or failure to act, whether negligent, intentional, with or without malice, that the Parties ever had, now have,<br>may have, may claim to have, or may hereafter have or claim to have, against the other Party, from the beginning of time up to and including<br>the date hereof. The releases contained in this Agreement shall not operate to release obligations under this Agreement. |
| --- | --- |
3
| 3. | Full Satisfaction. Upon issuance of the Shares, the Debt as of the date of such payment shall be deemed fully satisfied. |
|---|---|
| 4. | No Action. The Parties covenant and agree not to commence or prosecute any action or proceeding against the other Party based<br>on any claims released by the Parties pursuant hereto. |
| --- | --- |
| 5. | Representation. Webuy represents and warrants as follows: |
| --- | --- |
| (a) | Webuy is a company duly organized, validly existing and in good standing under the laws of the Cayman Islands. |
| --- | --- |
| (b) | Webuy has the full power, authority and legal right to assign and transfer the Debt and to execute, deliver<br>and perform this Agreement. |
| --- | --- |
| (c) | Webuy has duly authorized, executed and delivered this Agreement and, assuming the due authorization,<br>execution and delivery by Mao Hongliang, WTP, NRI, and PTWW, this Agreement constitutes the legal, valid and binding agreement of Webuy,<br>enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation,<br>receivership, moratorium and other laws relating to or affecting the enforcement of creditor’ rights generally and by general principles<br>of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). |
| --- | --- |
WTP, NRI, and PTWW represent and warrant as follows:
| (a) | WTP and NRI are companies duly organized, validly existing and in good standing under the laws of Singapore;<br>PTWW is a company duly organized, validly existing and in good standing under the laws of Indonesia. |
|---|---|
| (b) | Each of WTP, NRI, and PTWW has the full power, authority and legal right to assign and transfer the Debt<br>to Webuy and to execute, deliver and perform this Agreement. |
| --- | --- |
| (c) | Each of WTP, NRI, and PTWW has duly authorized, executed and delivered this Agreement and, assuming the<br>due authorization, execution and delivery by Webuy and Mao Hongliang, this Agreement constitutes the legal, valid and binding agreement<br>of WTP, NRI, and PTWW, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency,<br>reorganization, liquidation, receivership, moratorium and other laws relating to or affecting the enforcement of creditor’ rights<br>generally and by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law). |
| --- | --- |
| (d) | As of the date hereof, the outstanding principal balance of the Debt is USD$688,404.92 and there is no interest. |
| --- | --- |
4
Mao Hongliang represents and warrants as follows:
| (a) | Mao Hongliang is a natural person residing in People’s Republic of China. |
|---|---|
| (b) | Mao Hongliang has the full power, authority and legal right to execute, deliver and perform this Agreement. |
| --- | --- |
| (c) | Mao Hongliang has duly authorized, executed and delivered this Agreement and, assuming the due<br> authorization, execution and delivery by Webuy, WTP, NRI, and PTWW, this Agreement constitutes the legal, valid and binding<br> agreement of Mao Hongliang, enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy,<br> insolvency, reorganization, liquidation, receivership, moratorium and other laws relating to or affecting the enforcement of<br> creditor’ rights generally and by general principles of equity (regardless of whether such enforcement is considered in a<br> proceeding in equity or at law). |
| --- | --- |
| (d) | As of the date hereof, the outstanding principal balance of the Debt is USD$688,404.92 and there is no interest. |
| --- | --- |
| 6. | Choice of Law. This Agreement and any documents to be executed in connection herewith shall be<br>delivered and accepted in and shall be deemed to be contracts made under and governed by the internal laws of the State of New York, and<br>for all purposes shall be construed in accordance with the laws of the State of New York, without giving effect to the choice of law provisions. |
| --- | --- |
| 7. | Amendments; Modifications; Counterparts. This Agreement shall not be modified, amended, supplemented,<br>or otherwise changed except by a writing signed by all Parties. This Agreement may be executed in counterparts. The execution of this<br>Agreement and the transmission thereof by facsimile or e-mail shall be binding on the Party signing and transmitting same by facsimile<br>or e-mail fully and to the same extent as if a counterpart of this Agreement bearing such Party’s original signature has been delivered. |
| --- | --- |
[Signature page follows]
5
IN WITNESS WHEREOF, the Parties hereto knowingly and voluntarily executed this Agreement as of the Effective Date.
| WEBUY GLOBAL LTD | |
|---|---|
| By: | /s/ Bin Xue |
| Name: | Bin Xue |
| Title: | Chief Executive Officer and Chairman of the Board |
| Webuy Travel Pte. Ltd. | |
| By: | /s/ Bin Xue |
| Name: | Bin Xue |
| Title: | Director |
| New Retail International Pte. Ltd. | |
| By: | /s/ Bin Xue |
| Name: | Bin Xue |
| Title: | Director |
| PT Travel With Webuy | |
| By: | /s/ Low Jia Jun Jesper |
| Name: | Low Jia Jun Jesper |
| Title: | Director |
| Mao Hongliang | |
| By: | /s/ Mao Hongliang |
| Name: | Mao Hongliang |