Webuy Global Ltd美股招股说明书(2026-05-19版)

WEBUY GLOBAL LTD This prospectus relates to the resale from time to time by Dogwood Partners, an exempted company with limited liability incorporatedin the Cayman Islands (“Dogwood” or the “Selling Shareholder”), of up to 50,200,000 Class A ordinary shares, par value $0.0000462per share (“Class A Ordinary Shares”) of WEBUY GLOBAL LTD, an exempted company incorporated in the Cayman Islands (“we,”“us,” “our,” or the “Company”), that have been or, in our discretion, may be issued by us to Dogwood pursuant to that certain ordinaryshare purchase agreement, dated as of March 23, 2026, by and between us and Dogwood (the “Ordinary Share Purchase Agreement”).Such Class A Ordinary Shares include (i) up to 50,000,000 Class A Ordinary Shares, based on the minimum floor price of $0.40 pershare under the Ordinary Share Purchase Agreement, that we may, in our sole discretion, elect to issue and sell to Dogwood, from timeto time after all conditions to commencement set forth in the Ordinary Share Purchase Agreement have initially been satisfied (“theCommencement”), and (ii) 200,000 Class A Ordinary Shares we issued to Dogwood as consideration for its execution and delivery ofthe Ordinary Share Purchase Agreement (the “Commitment Shares”). The actual number of shares issuable under the Ordinary SharePurchase Agreement will depend on the purchase prices and other terms of any VWAP Purchases and may be less than the number ofshares being registered. From and after the Commencement, and on any business day selected by the Company where the closing sale price of the Class AOrdinary Shares on the immediately preceding Trading Day (as defined in the Ordinary Share Purchase Agreement) is equal to orgreater than $0.50 (subject to the satisfaction of the other conditions set forth in the Ordinary Share Purchase Agreement), theCompany may, in its sole discretion, require Dogwood to purchase Class A Ordinary Shares by delivering one or more VWAPpurchase notices (each, a “VWAP Purchase Notice”). The purchase price per share for each VWAP Purchase is calculated by referenceto the market price of the Class A Ordinary Shares during the applicable pricing period and is equal to ninety-seven percent (97%) ofthe lesser of (a) the lowest sale price of the Class A Ordinary Shares on the applicable VWAP Purchase Date (as defined below) and (b)the VWAP during the applicable VWAP Purchase Period, but in no event less than the “Floor Price,” which is the greater of (a) ninety-seven percent (97%) of the closing sale price of our Class A Ordinary Shares on the Trading Day preceding the Trading Day on whichthe applicable VWAP Purchase Notice is delivered to Dogwood and (b) $0.40 per Class A Ordinary Share. Each VWAP Purchase is subject to certain limitations and conditions, including a minimum closing sale price condition of $0.50 onthe immediately preceding trading day, a maximum purchase amount/maximum number of shares per VWAP Purchase of the lesser of$500,000 and 35% of the average daily trading volume during the five (5) trading days preceding the applicable VWAP Purchase Date,and a beneficial ownership limitation that generally prohibits the Company from issuing shares to Dogwood if, after giving effect tosuch issuance, Dogwood (together with its affiliates) would beneficially own more than 4.99% of the Company’s outstanding Class AOrdinary Shares (the “Beneficial Ownership Limitation”), in each case as set forth in the Ordinary Share Purchase Agreement. In connection with entering into the Ordinary Share Purchase Agreement, the Company has (i) paid Dogwood $25,000 in cash forcertain reasonable, out-of-pocket expenses (including legal fees and disbursements) and (ii) issued the Commitment Shares. Inaddition, sales of the Commitment Shares may be subject to certain limitations during the first 120 days following the effective date ofthe registration statement, as set forth in the Ordinary Share Purchase Agreement. The Ordinary Share Purchase Agreement will terminate automatically upon the earliest to occur of certain events, including thetwenty-four (24) month anniversary of the Closing Date, the expiration of the applicable registration statement under Securities ActRule 415(a)(5), and certain other termination events, and may be terminated earlier in accordance with its terms. We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Class A OrdinaryShares by the Selling Shareholder. However, we may receive up to $20,000,000 aggregate gross proceeds under the Ordinary SharePurchase Agreement from sales of Class A Ordinary Shares we may elect to make to Dogwood pursuant to the Ordinary SharePurchase Agreement after the Commencement. See “Plan of Distribution” for a description of the Ordinary Share Purchase Agreementand “Selling Shareholder” for additional information regarding Dogwood. We will pay the expenses of registering the resale of the Class A Ordinary Shares offered by this