WeBuy Global (WBUY) updates 20-F to clarify Nasdaq home country governance

Rhea-AI Filing Summary

WeBuy Global Ltd filed Amendment No. 1 to its Form 20-F for the year ended December 31, 2025. The amendment is narrow in scope and only updates information in Item 16G – Corporate Governance, primarily to clarify the company’s use of Cayman Islands home country practices under Nasdaq Listing Rule 5615(a)(3).

The company notes it remains listed on the Nasdaq Capital Market and is treated as a foreign private issuer. The amendment does not update other disclosures or reflect events after the original filing. It also includes new CEO and CFO certifications as required under Exchange Act Rule 13a-14(a) and related rules.

Key Figures

Class A shares outstanding year-end: 2,258,611 Class A shares Class B shares outstanding year-end: 178,296 Class B shares Class A shares outstanding report date: 5,202,808 Class A shares +5 more

8 metrics

Class A shares outstanding year-end 2,258,611 Class A shares As of December 31, 2025

Class B shares outstanding year-end 178,296 Class B shares As of December 31, 2025

Class A shares outstanding report date 5,202,808 Class A shares As of the date of this report

Class B shares outstanding report date 278,296 Class B shares As of the date of this report

Home country opinion date November 26, 2025 Cayman home country practice opinion obtained

Fiscal year end December 31, 2025 Fiscal year covered by amended annual report

Commission file number 001-41840 SEC registration reference for WeBuy Global Ltd

Signature date May 13, 2026 Date CEO signed the amended Form 20-F

Key Terms

foreign private issuer, home country practice, Nasdaq Listing Rule 5615(a)(3), Rule 10A-3, +2 more

6 terms

foreign private issuer regulatory

"Nasdaq Listing Rule 5615(a)(3) permits a foreign private issuer like us to follow the corporate governance practices of its home country"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

home country practice regulatory

"permitting us to follow Cayman Islands home country practice in lieu of certain Nasdaq corporate governance requirements"

Nasdaq Listing Rule 5615(a)(3) regulatory

"we obtained a home country practice opinion from our Cayman Islands counsel ... pursuant to Nasdaq Listing Rule 5615(a)(3)"

Rule 10A-3 regulatory

"In addition, our audit committee complies with Rule 10A-3 under the Exchange Act"

emerging growth company regulatory

"See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Inline XBRL technical

"Inline XBRL Instance Document ... Inline XBRL Taxonomy Extension Schema Document"

Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F/A

 (Amendment No.1)

(Mark One)

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2025

OR

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: _____________ 

For the transition period from ______ to ________

Commission file number: 001-41840

WEBUY GLOBAL LTD

(Exact name of Registrant as specified in its charter)

Cayman Islands

(Jurisdiction of incorporation or organization)

35 Tampines Street 92 

Singapore 528880
(Address of principal executive offices)

Bin Xue, Chief Executive Officer

+65 8859 9762

vincent@webuy.global

35 Tampines Street 92 

Singapore 528880

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act: 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0000462 per share		WBUY		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 2,258,611 Class A ordinary shares and 178,296 Class B ordinary shares issued and outstanding as of December 31, 2025, and 5,202,808 Class A ordinary shares and 278,296 Class B ordinary shares as of the date of this report.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

☐ Yes ☒ No

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐		Non-accelerated filer ☒
				Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒		International Financial Reporting Standards as issued		Other ☐
		by the International Accounting Standards Board ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17 ☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

☐ Yes ☒ No

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

☐ Yes ☐ No

EXPLANATORY NOTE

This Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended December 31, 2025 (the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission on April 29, 2026. The purpose of this Form 20-F/A is to amend certain information under “Item 16G. Corporate Governance.”

This Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be read in conjunction with the Annual Report.

In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is including new certifications by the Company’s principal executive officer and principal financial officer as exhibits to this Form 20-F/A pursuant to Rule 13a-14(a) of the Exchange Act.

1

Item 16G. Corporate Governance

As a company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. However, Nasdaq Listing Rule 5615(a)(3) permits a foreign private issuer like us to follow the corporate governance practices of its home country in lieu of certain requirements of the Nasdaq Listing Rules. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.

On November 26, 2025, we obtained a home country practice opinion from our Cayman Islands counsel, Conyers Dill & Pearman Pte. Ltd., pursuant to Nasdaq Listing Rule 5615(a)(3), permitting us to follow Cayman Islands home country practice in lieu of certain Nasdaq corporate governance requirements.

Although we are permitted to rely on such home country practice exemptions, we currently comply with certain Nasdaq corporate governance requirements, including Rule 5605(b)(1), which requires that a majority of our board of directors be independent, and Rule 5605(c), relating to audit committee composition and independence requirements. In addition, our audit committee complies with Rule 10A-3 under the Exchange Act.

We currently follow home country practice in lieu of certain Nasdaq corporate governance requirements, including:

(i) Rule 5605(b)(2), which requires regularly scheduled meetings at which only independent directors are present;

(ii) Rule 5605(e), which requires director nominees to be selected or recommended solely by independent directors or a nominations committee comprised solely of independent directors;

(iii) Rule 5620(a), which requires listed companies to hold an annual meeting of shareholders within one year after the end of each fiscal year. We did not hold an annual general meeting of shareholders in 2025, although we held an extraordinary general meeting of shareholders on March 21, 2025;

(iv) Rule 5620(b), relating to proxy solicitation and proxy statements for shareholder meetings;

(v) Rule 5620(c), relating to quorum requirements for shareholder meetings;

(vi) Rule 5630(a), relating to the review and oversight of related party transactions by an independent body of the board of directors;

(vii) Rule 5635(a), relating to shareholder approval requirements for certain issuances in connection with acquisitions of stock or assets of another company;

(viii) Rule 5635(b), relating to shareholder approval requirements for issuances resulting in a change of control;

(ix) Rule 5635(c), relating to shareholder approval requirements for equity compensation plans and arrangements; and

(x) Rule 5635(d), relating to shareholder approval requirements for certain issuances of 20% or more of our outstanding ordinary shares or voting power at a price less than the minimum price as defined under Nasdaq rules.

In the future, we may rely on other home country practice exemptions available to foreign private issuers under Nasdaq rules. Because we chose to certain follow home country practices, our shareholders will be afforded less protection than they otherwise would enjoy under Nasdaq corporate governance listing standards applicable to U.S. domestic issuers.

See “Item 3. Key Information - D. Risk Factors - Risks Related to Our Capital Structure and Class A Ordinary Shares - We are a foreign private issuer within the meaning of the rules under the Exchange Act, and as such we are exempt from certain provisions applicable to U.S. domestic public companies” and “Item 6. Directors, Senior Management and Employees – 6.C. Board Practices - Foreign Private Issuer Exemption.”

2

PART III

Item 17. Financial Statements

See Item 18.

Item 18. Financial Statements

Our consolidated financial statements are included at the end of this annual report, beginning with page F-1.

Item 19. Exhibits

Exhibit No.		Description of Exhibit
1.1		Second Amended and Restated Memorandum and Articles of Association of WEBUY GLOBAL LTD (incorporated by reference to Exhibit 1.1 to Form 20-F, filed with the SEC on April 15, 2024)
2.1**		Description of Securities
4.1		Form of Employment Agreement (incorporated by reference to Exhibit 10.1 to Registration Statement on Form F-1 (Registration No. 333- 271604), filed with the SEC on May 3, 2023)
4.2		Form of Director Offer Letter (incorporated by reference to Exhibit 10.2 to Registration Statement on Form F-1 (Registration No. 333- 271604), filed with the SEC on May 3, 2023)
4.3		Form of Independent Director Offer Letter (incorporated by reference to Exhibit 10.3 to Registration Statement on Form F-1 (Registration No. 333- 271604), filed with the SEC on May 3, 2023)
4.4		Form of Group Leader Contract (incorporated by reference to Exhibit 10.4 to Registration Statement on Form F-1 (Registration No. 333- 271604), filed with the SEC on May 16, 2023)
4.5		Form of Supplier Sales Contract (incorporated by reference to Exhibit 10.5 to Registration Statement on Form F-1 (Registration No. 333- 271604), filed with the SEC on May 16, 2023)
4.6		Share Swap Agreement by and among New Retail and Shareholders dated August 29, 2022 (incorporated by reference to Exhibit 10.6 to Registration Statement on Form F-1 (Registration No. 333- 271604), filed with the SEC on May 16, 2023)
4.7		Form of Collaboration Agreement between PT Webuy Social Indonesia and Indonesian Local Stores (incorporated by reference to Exhibit 10.7 to Registration Statement on Form F-1 (Registration No. 333- 271604), filed with the SEC on May 16, 2023)
8.1**		List of Subsidiaries
11.1		Code of Business Conduct and Ethics (incorporated by reference to Exhibit 99.1 to Registration Statement on Form F-1 (Registration No. 333- 271604), filed with the SEC on May 3, 2023)
11.2		Insider Trading Policy (incorporated by reference to Exhibit 11.2 to Form 20-F, filed with the SEC on April 15, 2024)
12.1*		Certification of Chief Executive Officer Required by Rule 13a-14(a)
12.2*		Certification of Chief Financial Officer Required by Rule 13a-14(a)
13.1*		Certification of Chief Executive Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
13.2*		Certification of Chief Financial Officer Required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
15.1**		Consent of Onestop Assurance PAC
97.1		Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to Form 20-F, filed with the SEC on April 15, 2024)
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Labels Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed with this 20-F/A
**	Previously filed

3

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	WEBUY GLOBAL LTD
	By:	/s/ Bin Xue
		Name:	Bin Xue
		Title:	Chief Executive Officer and Chairman of the Board

Date: May 13, 2026

4

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FAQ

Why did WeBuy Global (WBUY) file an amended Form 20-F/A?

WeBuy Global filed a Form 20-F/A to revise only Item 16G on corporate governance. The amendment clarifies its reliance on Cayman Islands home country practices under Nasdaq Listing Rule 5615(a)(3) and does not change other sections of the previously filed annual report.

Does the WeBuy Global 20-F/A amendment change any financial results?

The 20-F/A does not change WeBuy Global’s financial statements or other disclosures. It specifically states no events after the original annual report are reflected and that no other sections are modified, aside from the updated corporate governance discussion in Item 16G.

What corporate governance topic is updated in WeBuy Global’s 20-F/A?

The amendment updates Item 16G, describing how WeBuy Global, as a foreign private issuer, follows certain Cayman Islands home country corporate governance practices. It also notes continued compliance with specific Nasdaq rules on board and audit committee independence and Rule 10A-3 under the Exchange Act.

How does WeBuy Global use Nasdaq’s home country practice exemption?

WeBuy Global obtained a home country practice opinion on November 26, 2025 under Nasdaq Listing Rule 5615(a)(3). This permits the company to follow Cayman Islands corporate governance practices instead of some Nasdaq requirements, while it still complies with key board and audit committee independence standards.

What are WeBuy Global’s outstanding Class A and Class B shares?

As of December 31, 2025, WeBuy Global had 2,258,611 Class A ordinary shares and 178,296 Class B ordinary shares outstanding. As of the report date, it reports 5,202,808 Class A ordinary shares and 278,296 Class B ordinary shares outstanding, indicating subsequent issuances.

What additional certifications are included in WeBuy Global’s 20-F/A?

The amendment includes new certifications by the chief executive officer and chief financial officer. These certifications are filed as exhibits under Exchange Act Rule 13a-14(a) and Rule 13a-14(b), as well as Section 1350, aligning the annual report with current attestation requirements.