BeLive Holdings美股招股说明书(2025-04-07版)

BeLive Holdings This prospectus relates to resale of 2,139,227 of our ordinary shares (the “Resale Shares”) $0.0005 par value (the “Ordinary Shares”), of BeLive Holdings that may be sold by the sellingshareholders named in this prospectus (the “Selling Shareholders”). The Selling Shareholders will not offer for sale the Resale Shares until such time as the Ordinary Shares are listed on Nasdaq CapitalMarket (“Nasdaq”). Once, and if, our Ordinary Shares are listed on Nasdaq and there is an established market for these Resale Shares, the Selling Shareholders may sell the Resale Shares, in public orprivate transactions, or both. The Selling Shareholders may sell the Resale Shares to or through underwriters, broker-dealers, or agents, who may receive compensation in the form of discounts,concessions or commissions from the Selling Shareholders, the purchasers of the Ordinary Shares, or both. Any participating broker-dealers and any Selling Shareholders who are affiliates of broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, and any commissions or discounts given to any such broker-dealer or affiliates of a broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act of 1933, as amended. The Selling Shareholders have informed us that they do not have any agreement orunderstanding, directly or indirectly, with any person to distribute their Ordinary Shares. We will pay all expenses (other than discounts, concessions, commissions, and similar selling expenses, if any)relating to the registration of the Resale Shares held by the Selling Shareholders with the Securities and Exchange Commission. See “Plan of Distribution” for a more complete description of the ways inwhich the Ordinary Shares may be sold by the Selling Shareholders. We will not receive any proceeds from the sales of outstanding Ordinary Shares by the Selling Shareholders. Our application to have our Ordinary Shares listed on the Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “BLIV” has been approved. We are a holding company incorporated in the Cayman Islands and conduct all our operations through our subsidiaries in Singapore and Vietnam. The Ordinary Shares offered in this offeringare shares of the holding company that is incorporated in the Cayman Islands. Investors of our Ordinary Shares should be aware that the Ordinary Shares do not represent or constitute equity interests inour subsidiaries. We are an “emerging growth company” and a “foreign private issuer” under applicable U.S. federal securities laws and, as such, are eligible for reduced public company reporting requirements.See“Prospectus Summary – Implications of Being an Emerging Growth Company”and“Prospectus Summary – Implications of Being a Foreign Private Issuer. Investing in our Ordinary Shares is highly speculative and involves a high degree of risk, including the risk of losing your entire investment. See“Risk Factors,”beginning on page 9,to read about factors you should consider before investing in our Ordinary Shares. Neither the United States Securities and Exchange Commission nor any state securities commission nor any other regulatory body has approved or disapproved of these securities ordetermined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is April 3, 2025. TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiPRESENTATION OF FINANCIAL INFORMATIONiiMARKET, INDUSTRY AND CERTAIN STATISTICAL DATAiiiSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiENFORCEMENT OF CIVIL LIABILITIESvDEFINITIONSviPROSPECTUS SUMMARY1RISK FACTORS9USE OF PROCEEDS33DIVIDENDS AND DIVIDEND POLICY34MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS35BUSINESS50REGULATORY ENVIRONMENT69MANAGEMENT79PRINCIPAL SHAREHOLDERS86RELATED PARTY TRANSACTIONS87SELLING SHAREHOLDERS88DESCRIPTION OF SHARE CAPITAL89CERTAIN CAYMAN ISLANDS COMPANY CONSIDERATIONS95SHARES ELIGIBLE FOR FUTURE SALE102MATERIAL TAX CONSIDERATIONS104PLAN OF DISTRIBUTION109SELLING RESTRICTIONS111EXPENSES RELATED TO THIS OFFERING114LEGAL MATTERS114EXPERTS114WHERE YOU CAN FIND ADDITIONAL INFORMATION114INDEX TO CONSOLIDATED FINANCIAL STATEMENTSF-1i ABOUT THIS PROSPECTUS Neither we, nor any of the underwriters have authorized anyone to provide you with any information or to make any representations other than as contained in this prospectus or in any relatedfree writing prospectus. Neither we, nor the underwriters take responsibility for, or provide any assurance about the reliability of, any information that you may receive from other parties. Thisprospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is accurate onlyas of the date of this prospectus, regardless of the time of delivery of this prospec