WEBUY GLOBAL LTD

 

Up to 50,200,000 Class A Ordinary Shares to be Sold by the Selling Shareholder

 

This prospectus relates to the resale from time to time by Dogwood Partners, an exempted company with limited liability incorporated in the Cayman Islands ("Dogwood" or the "Selling Shareholder"), of up to 50,200,000 Class A ordinary shares, par value $0.0000462 per 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 ordinary share 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 per share under the Ordinary Share Purchase Agreement, that we may, in our sole discretion, elect to issue and sell to Dogwood, from time to time after all conditions to commencement set forth in the Ordinary Share Purchase Agreement have initially been satisfied ("the Commencement"), and (ii) 200,000 Class A Ordinary Shares we issued to Dogwood as consideration for its execution and delivery of the Ordinary Share Purchase Agreement (the "Commitment Shares"). The actual number of shares issuable under the Ordinary Share Purchase Agreement will depend on the purchase prices and other terms of any VWAP Purchases and may be less than the number of shares being registered. If we issue and sell shares at prices lower than the assumed price used for purposes of this prospectus, we may be required to file additional registration statement(s) to register the resale of additional shares, and such registration statement(s) would be required to be declared effective by the SEC.