Exhibit 99.2
WEBUY GLOBAL LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED BALANCE SHEETS
(Amounts expressed in US dollars (“$”) except for numbers of shares and par value)
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other assets | ||||||||
| Note receivable | ||||||||
| Amount due from related parties | ||||||||
| Total current assets | ||||||||
| Leasehold improvements and equipment, net | ||||||||
| Right of use assets – operating lease | ||||||||
| Intangible assets | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities and Shareholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Deferred revenue | ||||||||
| Other current liabilities | ||||||||
| Amount due to a related party | ||||||||
| Loans payable | ||||||||
| Convertible notes payable | ||||||||
| Operating lease liability – current | ||||||||
| Total Current Liabilities | ||||||||
| Operating lease liability – non-current | ||||||||
| Total Liabilities | $ | $ | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ Equity | ||||||||
| Ordinary shares ( | $ | $ | ||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||
| Total Shareholders’ Equity to shareholders of Webuy Global Ltd | ||||||||
| Deficit attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Total Shareholders’ Equity | ||||||||
| Total Liabilities and Shareholders’ Equity | $ | $ | ||||||
| * | On January 15, 2025 and March 21, 2025, the Company effected share consolidations of its ordinary shares on a one-for-forty (1-for-40) and one-for-three (1-for-3) basis, respectively, resulting in a combined one-for-one hundred twenty (1-for-120) share consolidation. Accordingly, all share and per share amounts for all periods presented have been retrospectively adjusted to reflect these share consolidations. Following the share consolidations, the par value of the Company’s ordinary shares was adjusted to $ |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-1
WEBUY GLOBAL LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | $ | $ | ||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross profit | ||||||||
| Operating expenses | ||||||||
| Selling and distribution expenses | ( | ) | ( | ) | ||||
| General administrative expenses | ( | ) | ( | ) | ||||
| Total operating expenses | ( | ) | ( | ) | ||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense) | ||||||||
| Other income | ||||||||
| Finance costs | ( | ) | ( | ) | ||||
| Total other income (expense), net | ( | ) | ||||||
| Loss before income taxes | ( | ) | ( | ) | ||||
| Income taxes | ||||||||
| Net loss from continuing operations, net of tax | ( | ) | ( | ) | ||||
| Net loss from discontinued operations, net of tax | ( | ) | ||||||
| Total net loss | ( | ) | ( | ) | ||||
| Less: Net loss attributable to non-controlling interests | ( | ) | ( | ) | ||||
| Net loss attributable to shareholders of Webuy Global Ltd | $ | ( | ) | $ | ( | ) | ||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Foreign currency translation | ( | ) | ||||||
| Comprehensive loss | ( | ) | ( | ) | ||||
| Less: Comprehensive income / (loss) attributable to non-controlling interests | ( | ) | ||||||
| Comprehensive loss attributable to shareholders of Webuy Global Ltd | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per Class A ordinary share (restated) | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Loss from discontinued operations | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted loss per Class B ordinary share (restated) | ||||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Loss from discontinued operations | ( | ) | ||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Basic and diluted weighted average Class A ordinary shares outstanding | ||||||||
| Basic and diluted weighted average Class B ordinary shares outstanding | ||||||||
| * | On January 15, 2025 and March 21, 2025, the Company effected share consolidations of its ordinary shares on a one-for-forty (1-for-40) and one-for-three (1-for-3) basis, respectively, resulting in a combined one-for-one hundred twenty (1-for-120) share consolidation. Accordingly, all share and per share amounts for all periods presented have been retrospectively adjusted to reflect these share consolidations. |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-2
WEBUY GLOBAL LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Amounts expressed in US dollars (“$”) except for numbers of shares)
| Ordinary Shares | Accumulated | Equity | ||||||||||||||||||||||||||||||
| Number of Shares* |
Amount ($0.0000462 par*) |
Additional Paid-in Capital |
Accumulated Deficit |
Other Comprehensive (loss) Income |
(Deficit) to Ordinary Shareholders |
Non- controlling Interests |
Total (Equity Deficit) |
|||||||||||||||||||||||||
| Balance as at December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of shares | ||||||||||||||||||||||||||||||||
| Issuance of shares for convertible notes conversion | ||||||||||||||||||||||||||||||||
| Issuance of shares for conversion of debt to equity | ||||||||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | — | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||
| Balance as at June 30, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance as at December 31, 2025 | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance of ordinary shares through Equity Incentive Plan | ||||||||||||||||||||||||||||||||
| Issuance of shares through private placements | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares through convertible notes conversion | ||||||||||||||||||||||||||||||||
| Issuance of ordinary shares for settlement of debts | ||||||||||||||||||||||||||||||||
| Issuance of commitment shares under equity line of credit | ||||||||||||||||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||
| Foreign currency translation | — | |||||||||||||||||||||||||||||||
| Balance as at Jun 30, 2026 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-3
WEBUY GLOBAL LTD AND SUBSIDIARIES
UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts expressed in US dollars (“$”))
| Six Months Ended June 30, |
||||||||
| 2026 | 2025 | |||||||
| Cash Flows From Operating Activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Amortization of intangible assets | ||||||||
| Depreciation of leasehold improvements and equipment and right of use assets | ||||||||
| Provision for expected credit loss on note receivable | ||||||||
| Provision for expected credit loss on prepaid expenses and other assets | ||||||||
| Issuance of ordinary shares through Equity Incentive Plan | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Inventories | ||||||||
| Accounts receivable | ||||||||
| Prepaid expenses and other assets | ( | ) | ( | ) | ||||
| Operating lease liability | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Deferred revenue | ||||||||
| Other current liabilities | ||||||||
| Amount due from/to related parties | ( | ) | ( | ) | ||||
| Net Cash used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows From Investing Activities: | ||||||||
| Purchase of leasehold improvements and equipment | ( | ) | ( | ) | ||||
| Receipt from the collection of a promissory note | ||||||||
| Net Cash provided by / (used in) Investing Activities | ( | ) | ||||||
| Cash Flows From Financing Activities: | ||||||||
| Proceeds from private placements | ||||||||
| Repayment of loan payables | ( | ) | ( | ) | ||||
| Net Cash provided by / (used in) Financing Activities | ( | ) | ||||||
| Effect of Exchange Rate Changes on Cash | ( | ) | ||||||
| Net changes in cash | ( | ) | ( | ) | ||||
| Cash at beginning of the period | ||||||||
| Cash at end of the period | $ | $ | ||||||
| Supplemental Disclosure of Cash Flow Information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for taxes | $ | $ | ||||||
| Supplemental Disclosure of Non-Cash Financing Information: | ||||||||
| Issuance of ordinary shares upon conversion of convertible notes payable | $ | $ | ||||||
| Issuance of ordinary shares in settlement of debts | $ | $ | ||||||
| Issuance of ordinary shares under the Equity Incentive Plan | $ | $ | ||||||
| Issuance of commitment shares under equity line of credit | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited interim consolidated financial statements.
F-4
WEBUY GLOBAL LTD AND SUBSIDIARIES
NOTES TO THE UNAUDITED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026 AND 2025
(Amounts expressed in US dollars (“$”) except for numbers of shares)
Note 1. Organization, Description of Business and Going Concern
Webuy Global Ltd (“Webuy”) was incorporated on
Webuy Global Ltd and its subsidiaries (collectively, the “Company”) is an Asia-focused travel services company operating a technology-enabled travel platform that serves outbound and inbound travel demand across key regional markets. The Company’s principal travel operations are conducted in Singapore and Indonesia, and its travel products and services include packaged group tours, customized private tours, cruises, travel booking services, itinerary planning and “free-and-easy” travel arrangements.
The Company operates its travel business principally through the WeTrip, Webuy Travel and Altitude brands, together with its Meetings, Incentives, Conferences and Exhibitions (“MICE”) division. The WeTrip platform provides travel booking services, itinerary planning, travel product distribution and inbound travel services to China and other destinations in Asia. Webuy Travel focuses primarily on outbound travel services for customers in Southeast Asia, particularly Singapore and Indonesia, offering packaged tours and other travel arrangements across multiple international destinations. Altitude is designed to serve the premium travel segment through a curated advisory model supported by content-based destination presentation and AI-assisted personalization tools. The MICE division provides corporate travel and event-related services, including meetings, incentive travel, conferences and exhibitions.
The Company applies digital marketing, social commerce and technology-enabled tools to customer acquisition, sales support, itinerary planning, product matching and travel service delivery. The Company is also developing AI-assisted travel tools designed to provide multilingual destination information, itinerary recommendations and other travel-related assistance.
Historically, the Company operated a community-oriented e-commerce retail business focused primarily on groceries and daily essentials. During 2025, the Company completed the disposal of its Singapore grocery business as part of its strategic shift toward a travel-focused business model. The results of the Singapore grocery business have therefore been presented as discontinued operations in accordance with ASC 205-20 for all applicable periods presented.
The Company also substantially scaled down its grocery operations in Indonesia during 2025 and completed the wind-down of those operations during the six months ended June 30, 2026. Accordingly, the Company did not generate revenue from grocery operations within continuing operations during the six months ended June 30, 2026, and all of its revenue from continuing operations for the period was generated by its packaged-tour business.
The Company’s transition from community e-commerce to travel services is intended to focus its resources on the expansion of its travel operations and related technology infrastructure. The Company continues to leverage its experience in digital marketing, social commerce, community-based customer engagement and localized demand aggregation to support customer acquisition and retention within its travel business.
Share Swap Agreement
On August 29, 2022, the Company completed a share swap transaction pursuant to a share swap agreement (the “Share Swap Agreement”) entered into among the Company, New Retail International Pte. Ltd. (“New Retail”), a private company limited by shares incorporated under the laws of Singapore, and the shareholders of New Retail.
Pursuant to the Share Swap Agreement, the Company acquired
F-5
Following completion of the Share Swap, New Retail became a wholly owned subsidiary of the Company. The former shareholders of New Retail, together with the holders of warrants, convertible notes and simple agreements for future equity issued by New Retail, held
After giving effect to the
Reorganization
The Share Swap between Webuy and New Retail is considered as a merger of entities under common control. Under the guidance in ASC 805, for transactions between entities under common control, the assets, liabilities and results of operations, are recognized at their carrying amounts on the date of the Share Swap, which required retrospective combination of Webuy and New Retail for all periods presented.
Corporate Structure
Details of the Company and subsidiaries as of June 30, 2026 are set out below:
| Name | Incorporation Date | Percentage of effective ownership | Place of Incorporation | Fiscal Year | Principal Activities | |||||||
| Webuy Global Ltd | ||||||||||||
| New Retail International Pte Ltd | % | e-commerce platform | ||||||||||
| PT Webuy Social Indonesia | % | e-commerce platform | ||||||||||
| The Shopaholic Bear Pte Ltd | % | e-commerce platform | ||||||||||
| Altitude Travel Pte. Ltd. (former name: Bear Bear Pte. Ltd.) | % | |||||||||||
| Webuy Travel Pte. Ltd. | % | |||||||||||
| PT Webuy Travel Indonesia | % | |||||||||||
| PT Buah Kita Retail | % | |||||||||||
| Altitude MICE Pte. Ltd. (former name: Webuy Advisory Pte. Ltd.) | % | |||||||||||
| PT Travel With Webuy | % | |||||||||||
| PT Webuy Prime Indonesia | % | |||||||||||
F-6
Going concern
As of June 30, 2026, the Company’s recurring operating losses and negative operating cash flows raise substantial doubt about its ability to continue as a going concern within one year after the date these unaudited interim consolidated financial statements are issued.
Management has implemented and continues to pursue measures intended to strengthen the Company’s operating performance and liquidity. These measures include the Company’s strategic transition toward a travel-focused business, the discontinuation of its grocery operations, the continued expansion of Altitude and the MICE division, cost-control measures and additional financing initiatives.
On March 23, 2026, the Company entered into an equity line of credit arrangement with Dogwood Partners. In July 2026, the Company utilized the facility for the first time by selling
The success of these measures is subject to uncertainty, and there can be no assurance that the Company will generate sufficient positive operating cash flows or obtain additional financing on acceptable terms, or at all. These unaudited interim consolidated financial statements have been prepared on a going-concern basis and do not include any adjustments that may result from the outcome of this uncertainty.
Note 2. Summary of Significant Accounting Policies
The accounting policies applied for the six months ended June 30, 2026 and 2025 are consistent with those of the audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023, as described in those audited consolidated financial statements, except for the adoption of any new and amended accounting principles generally accepted in the United States of America (“US GAAP”) effective after the year ending December 31, 2025 which are relevant to the preparation of the June 30, 2026 unaudited interim consolidated financial statements.
Basis of presentation and consolidation
The accompanying unaudited interim consolidated financial statements have been prepared in accordance with Article 10 of Regulation S-X. These statements should be read in conjunction with the audited consolidated financial statements for the years ended December 31, 2025, 2024 and 2023, which have been prepared in accordance with US GAAP. The unaudited interim consolidated financial statements have been prepared on a historical cost basis. In the opinion of management, all adjustments necessary for a fair presentation have been included in the accompanying unaudited interim consolidated financial statements. The results of operations for the six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the full year ended December 31, 2026.
The unaudited interim consolidated financial statements include the financial statements of the Company and all its majority-owned subsidiaries from the dates they were incorporated. All intercompany balances and transactions have been eliminated in consolidation.
All amounts are presented in United States dollars (“USD”) and have been rounded to the nearest USD.
Use of estimates
The preparation of the unaudited interim consolidated financial statements in conformity with US GAAP requires management of the Company to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates and judgments.
In preparing the unaudited interim condensed consolidated financial statements, the significant judgments made by management in applying the Company’s accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements for the year ended December 31, 2025, 2024 and 2023.
Cash and cash equivalents
Cash is carried at cost and represents cash on hand and bank deposits. Cash equivalents consist of funds received from customers, which funds were held at the third-party platform’s fund account, and which are unrestricted and immediately available for withdrawal and use.
Foreign currencies translation and transactions
The reporting currency of the Company is the United States dollar (“USD”), and the accompanying unaudited interim consolidated financial statements are presented in USD. The Company’s subsidiaries operate in Singapore and Indonesia and maintain their books and records in their respective local currencies, Singapore dollars (“SGD”) and Indonesian rupiah (“IDR”), respectively, which are their respective functional currencies.
F-7
Accounts receivable
Accounts receivable are recorded in accordance with ASC 310, “Receivables.” Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of expected credit losses in its existing accounts receivable.
For the six months ended June 30, 2026 and the year ended December 31, 2025, the Company recognized provision for expected credit losses of approximately and US$
Share-based compensation
ASC 718 “Compensation — Stock Compensation” prescribes accounting and reporting standards for all share-based payment transactions in which employee services are acquired. Transactions include incurring liabilities, or issuing or offering to issue shares, options, and other equity instruments such as employee stock ownership plans and stock appreciation rights. Share-based payments to employees, including grants of employee stock options, are recognized as compensation expense in the financial statements based on their fair values. That expense is recognized over the period during which an employee is required to provide services in exchange for the award, known as the requisite service period (usually the vesting period).
Share-based compensation amounted to approximately US$
Inventory
Prior to the disposal of the Singapore grocery business and the subsequent wind-down of the Indonesia grocery operations, inventories primarily consisted of merchandise products held for sale through the Company’s grocery business. Inventories were accounted for using the first-in-first-out (“FIFO”) method and stated at the lower of cost and net realizable value. Net realizable value was estimated based on expected selling prices, and inventory write-downs were recognized when necessary for obsolete, slow-moving or impaired inventories.
As of June 30, 2026 and December 31, 2025, the Company had inventory balances, following the disposal of the Singapore grocery business in 2025 and the subsequent wind-down of the Indonesia grocery operations.
Intangible assets
The cost of intangible assets with determinable useful lives is amortized to reflect the pattern of economic benefits consumed on a straight-line basis over the estimated periods benefited. Software, technology, and other intangibles with contractual terms are generally amortized over their respective legal or contractual lives. When certain events or changes in operating conditions occur, an impairment assessment is performed and lives of intangible assets with determinable lives may be adjusted.
Intangible assets with finite useful lives are amortized over the estimated economic lives of the intangible assets as follows:
| Types of intangible assets | The estimated useful lives of the intangible assets | |
| Applications development | ||
| Software |
Leasehold improvements and equipment, net
Leasehold improvements and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. Maintenance and repairs are charged to expense; major additions to physical properties are capitalized.
F-8
Depreciation of leasehold improvements is provided using the straight-line method over the shorter of the remaining lease term or their estimated useful lives. Except for leasehold improvements, depreciation of equipment is computed using the straight-line method over the estimated useful lives of the assets with no residual value.
| Useful life | ||
| Motor vehicles | ||
| Office equipment | ||
| Furniture and fittings | ||
| Computer | ||
| Warehouse equipment | ||
| Machinery equipment | ||
| Leasehold improvements |
Impairment of Intangible and Long-Lived Assets
The Company tests its intangible and long-lived assets for impairment at least annually and whenever events or circumstances change that indicate impairment may have occurred. A significant amount of judgment is involved in determining if an indicator of impairment has occurred. Such indicators may include, among others and without limitation: a significant decline in the Company’s expected future cash flows; a sustained, significant decline in the Company’s stock price and market capitalization; a significant adverse change in legal factors or in the business climate of the Company’s segments; unanticipated competition; and slower growth rates.
The Company conducted an impairment assessment and concluded that the estimated recoverable amounts of its long-lived assets exceeded their carrying values. This conclusion was supported by the positive projected future cash flows and overall asset recoverability at the Group level. As a result, no impairment charge was recognized.
Leases
A lease for which substantially all the benefits and risks incidental to ownership remain with the lessor is classified by the lessee as an operating lease. The Company records the lease expenses on a straight-line basis over the lease term.
Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company accounts for the lease and non-lease components of its leases as a single lease component. Lease expense is recognized on a straight-line basis over the lease term.
Accounts payable and other current liabilities
Accounts payable and other current liabilities are liabilities for goods and services provided to the Company prior to the end of the financial year which are unpaid. They are recognized initially at their fair value and subsequently measured at amortized cost using the effective interest method. They are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities.
Convertible notes payable
The Company accounted for these Notes as a single liability-classified instrument measured at amortized cost due to the adoption of ASU 2020-06. ASC Subtopic 470-20 “Debt—Debt with Conversion and Other Options” and ASC subtopic 815-40 “Hedging—Contracts in Entity’s Own Equity”. The Company has presented these Notes in current liabilities in the accompanying balance sheets.
Revenue recognition
The Company adopts Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (ASC Topic 606) for all periods presented. The core principle underlying the revenue recognition of this ASU allows the Company to recognize revenue that represents the transfer of goods and services to customers in an amount that reflects the consideration to which the Company expects to be entitled in such exchange. This will require the Company to identify contractual performance obligations and determine whether revenue should be recognized at a point in time or over time, based on when control of goods and services transfers to a customer.
To achieve that core principle, the Company applies five-step model to recognize revenue from customer contracts. The five-step model requires the Company to (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, including variable consideration to the extent that it is probable that a significant future reversal will not occur, (iv) allocate the transaction price to the respective performance obligations in the contract, and (v) recognize revenue when (or as) the performance obligation is satisfied.
F-9
Product revenues
- Performance obligations satisfied at a point in time
During the six months ended June 30, 2026, the Company did not generate product revenue from its grocery operations following the completion of the wind-down of its Indonesia grocery operations and the prior disposal of its Singapore grocery business. Product revenue from the Indonesia grocery business for the comparative period is included in continuing operations, while product revenue from the Singapore grocery business is presented as discontinued operations.
Prior to the wind-down or disposal of these operations, the Company sold goods primarily through group orders placed using its mobile application. Revenue was presented on a gross basis because the Company acted as the principal, controlled the goods before their transfer to customers, was primarily responsible for fulfilling the orders, was exposed to inventory risk and had discretion in establishing prices, in accordance with ASC 606-10-55-36 through 55-40.
Product revenue was measured based on the consideration expected to be received, net of sales returns and discounts, and was recognized when control of the goods was transferred to customers, which generally occurred upon delivery. Revenue excluded amounts collected on behalf of third parties, including sales taxes and indirect taxes.
Customers could pay for purchases in cash or by using balances maintained in their accounts on the Company’s mobile application, referred to as “Assets.” Assets arose from customer top-ups, refunds resulting from order cancellations or product returns, and commissions payable to group leaders. Assets were initially recorded as advances from customers before customers placed purchase orders.
When customers placed purchase orders and used their Assets, the relevant balances were reclassified from advances from customers to deferred revenue. Deferred revenue represented the Company’s obligation to deliver goods for which consideration had been received or was due. Upon delivery of the related goods, the corresponding deferred revenue was recognized as product revenue.
Packaged-tour revenue
- Performance obligations satisfied at a point in time
The Company determines whether it acts as a principal or an agent at the performance-obligation level. The Company considers the bundled travel services included in each packaged tour, including transportation, accommodation, itinerary arrangements and other related travel services, to constitute a single performance obligation because these services are highly interdependent and are integrated into a combined travel product.
The Company acts as the principal in its packaged-tour arrangements because it controls the packaged tour, including the underlying travel services, before the combined service is transferred to the customer. The Company is primarily responsible for fulfilling the promised services, integrating the underlying travel services into the final travel product and establishing the price charged to customers, in accordance with ASC 606-10-55-36 through 55-40.
Accordingly, packaged-tour revenue is presented on a gross basis. Amounts billed to customers are recorded as revenue, while amounts paid to airlines, hotels, transportation operators and other travel service providers are recorded as cost of revenues.
Packaged-tour revenue is recognized at the point in time when control of the promised services is transferred to the customer, which generally occurs when the tour departs. Payments received before tour departure are recorded as deferred revenue and recognized as revenue when the applicable performance obligation is satisfied.
F-10
Operating Segment and Disaggregated Revenue
The Company operates as a operating segment. The Company’s chief operating decision maker, its , reviews financial information on a consolidated basis for the purposes of allocating resources and evaluating financial performance.
For the six months ended June 30, 2026, packaged-tour revenue represented
The Company’s continuing operations are primarily conducted in Singapore and Indonesia, and substantially all of its revenue is derived from customers in these markets.
In accordance with ASC 280-10-50-40, revenue disaggregated by product and service type, based on the nature of the related performance obligations described above, were as follows:
| For the six months ended June 30, | ||||||||||||||||
| Product/Service Type | 2026 | Percentage of Total revenue | 2025 | Percentage of Total revenue | ||||||||||||
| Discontinued operations | ||||||||||||||||
| Food and beverage | $ | % | $ | % | ||||||||||||
| Fresh produce | % | % | ||||||||||||||
| Lifestyle and other personal care items | % | % | ||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
| Continuing operations | ||||||||||||||||
| Fresh produce | % | % | ||||||||||||||
| Packaged-tour | % | % | ||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
Revenue by geographic area, based on the location of customers, was as follows:
| For the six months ended June 30, | ||||||||||||||||
| Country | 2026 | Percentage of Total revenue | 2025 | Percentage of Total revenue | ||||||||||||
| Discontinued operations | ||||||||||||||||
| Singapore | $ | % | $ | % | ||||||||||||
| Total | $ | % | $ | % | ||||||||||||
| Discontinued operations | ||||||||||||||||
| Singapore | $ | % | $ | % | ||||||||||||
| Indonesia | % | % | ||||||||||||||
| Total | $ | % | $ | % | ||||||||||||
During the six months ended June 30, 2026 and 2025, all revenues were generated from third parties.
F-11
Cost of revenue
Costs are recognized when incurred. Cost of revenue consists of direct labor, materials, freight charges and other direct costs.
Recent Accounting Pronouncements
All new standards and amendments that are effective for annual reporting period commencing January 1, 2026 have been applied by the Company for the six months ended June 30, 2026. The adoption did not have material impact on the unaudited interim consolidated financial statements of the Company. A number of new standards and amendments to standards have not come into effect for the year beginning January 1, 2026, and they have not been early adopted by the Company in preparing these unaudited interim consolidated financial statements. None of these new standards and amendments to standards is expected to have a significant effect on the unaudited interim consolidated financial statements of the Company.
Note 3. Accounts receivable
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Trade receivables | $ | $ | ||||||
| Provision for expected credit loss | ( | ) | ( | ) | ||||
| Exchange rate difference | ||||||||
| $ | $ | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Beginning | $ | $ | ||||||
| Provision for expected credit losses | ||||||||
| Exchange rate difference | ( | ) | ( | ) | ||||
| Ending | $ | $ | ||||||
Note 4. Prepaid expenses and other assets
At June 30, 2026 and December 31, 2025, prepayment and other current assets consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Prepayment | $ | $ | ||||||
| Advance to suppliers | ||||||||
| Deposits | ||||||||
| Other receivables | ||||||||
| Provision for expected credit loss | ( | ) | ( | ) | ||||
| Exchange rate difference | ||||||||
| $ | $ | |||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Allowance for expected credit losses | ||||||||
| Beginning | ||||||||
| Provision for expected credit losses | ||||||||
| Reversal of expected credit losses | ( | ) | ||||||
| Exchange rate difference | ( | ) | ( | ) | ||||
| Ending | $ | $ | ||||||
The prepayment includes payments of IT services, advertisement expenses, insurance premiums, rental expenses, travel package costs, consultancy fees and professional fees. The deposits are mainly related to refundable deposits paid for business acquisitions, equipment, office and warehouse security deposit.
F-12
Note 5. Note receivable
As of June 30, 2026 and December 31, 2025, note receivables consisted of amounts due from two third parties pursuant to repayment arrangements entered into with the Company.
The gross carrying amount of note receivables was approximately US$
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Gross note receivables | ||||||||
| Allowance for expected credit losses | ( | ) | ( | ) | ||||
| Note receivables, net | $ | $ | ||||||
During the six months ended June 30, 2026, the Company received repayments from the counterparties pursuant to the agreed repayment arrangements. The Company continues to monitor the collectability of the outstanding balances and evaluates the adequacy of the allowance for expected credit losses based on the counterparties’ repayment status, financial condition and other relevant factors.
Note 6. Leasehold improvements and Equipment
At June 30, 2026 and December 31, 2025, leasehold improvements and equipment consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Motor vehicles | $ | $ | ||||||
| Office equipment | ||||||||
| Furniture and fittings | ||||||||
| Warehouse equipment | ||||||||
| Machinery equipment | ||||||||
| Leasehold improvements | ||||||||
| Accumulated depreciation | ( | ) | ( | ) | ||||
| Leasehold improvements and equipment, net of accumulated depreciation | $ | $ | ||||||
Depreciation expense of leasehold improvements and equipment for the six months ended June 30, 2026 and 2025 were US$
During the six months ended June 30, 2026 and 2025, the Company purchased assets of US$
F-13
Note 7. Right of use assets and operating lease liability
Operating lease
The Company has entered into commercial operating leases for the use of offices and warehouses as lessee. These leases have varying terms, escalation clauses and renewal rights. On February 28, 2023, the Company entered into a new lease agreement for a lease term of five years for a four-story office and warehouse facility in Singapore. The Company is committed to pay a total rental fee of approximately US$
Information pertaining to lease amounts recognized in the unaudited interim consolidated financial statements is summarized as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Leasehold buildings | $ | $ | ||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| ROU assets, net of accumulated amortization | $ | $ | ||||||
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Lease costs: | ||||||||
| Operating lease costs | $ | $ | ||||||
| Short-term lease costs | ||||||||
| Total lease costs | $ | $ | ||||||
| Supplemental cash flow information: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
| Right-of-use obtained in exchange for new operating lease liabilities | ||||||||
| Weighted-average remaining lease term (years): | ||||||||
| Operating leases | ||||||||
As of June 30, 2026 and December 31, 2025, the weighted-average discount rate for operating leases was
| Operating leases | ||||
| Periods Ended June 30, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| Total operating lease payment | ||||
| Less: Imputed interest | ( | ) | ||
| Present value of operating lease liabilities | ||||
| Operating lease liabilities – current | $ | ( | ) | |
| Operating lease liabilities – non-current | $ | |||
F-14
Note 8. Intangible assets
At June 30, 2026 and December 31, 2025, intangible assets consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Software | $ | $ | ||||||
| Application development | ||||||||
| Accumulated amortization | ( | ) | ( | ) | ||||
| Intangible assets, net of accumulated amortization | $ | $ | ||||||
Based on the carrying value of definite-lived intangible assets as of June 30, 2026, the Company estimates its amortization expense for following years will be as follows:
| Amortization expense | ||||
| Periods Ended June 30, | ||||
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total amortization expense | $ | |||
Amortization expense of intangible assets for the six months ended June 30, 2026 and 2025 were US$
Note 9. Other current liabilities
At June 30, 2026 and December 31, 2025, other current liabilities consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Accrued expenses (a) | $ | $ | ||||||
| Advance from customers (b) | ||||||||
| Other payables (c) | ||||||||
| $ | $ | |||||||
| (a) |
| (b) |
| (c) |
F-15
Note 10. Loans payable
At June 30, 2026 and December 31, 2025, loans payable consisted of the following:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Hire purchases - Motor Vehicle | $ | $ | ||||||
| Short-term loan | ||||||||
| Less current portion | ( | ) | ( | ) | ||||
| Long-term loans payable | $ | $ | ||||||
For the six months ended June 30, 2026 and 2025, the Company recorded aggregate and US$
On December 12, 2022, the Company entered into a loan agreement with a third party whereby the Company borrowed US$
Note 11. Related Party Transactions
Amount due from related parties
As of June 30, 2026 and December 31, 2025, the Company recorded amounts due from GBuy Global Pte. Ltd., a shareholder of the Company, of US$
As of June 30, 2026 and December 31, 2025, the Company recorded amounts due from Webuy Talent Ltd. (“Webuy Talent”) of US$
Amount due to a related party
The transactions amount due to a related party are as of the following:
| June 30, 2026 | December 31, 2025 | |||||||
| Beginning of the years January 1 | $ | $ | ||||||
| Exchange difference | ( | ) | ||||||
| Periods ended June 30 | $ | $ | ||||||
As of June 30, 2026 and December 31, 2025, the Company recorded amount due to Mr. Bin Xue, Chief Executive Officer and Chairman of the Board of Directors of the Company of US$
F-16
Note 12. Convertible Notes Payables
As of December 31, 2025, the carrying amount of the Company’s convertible notes payable was US$
On February 13, 2026, two note holders elected to convert their outstanding principal amounts into Class A ordinary shares of the Company and waived the related accrued interest. Chen Yonglong converted an outstanding principal amount of US$
Both conversions were made at a conversion price of US$
As of June 30, 2026, the Company had outstanding convertible notes payable.
Note 13. Discontinued Operations
Background and Nature of Discontinued Operations
During the year ended December 31, 2025, the Company completed a strategic shift in its business focus by exiting its grocery business in Singapore (the “SG Grocery Business”) and reallocating resources toward its travel and related services business. The SG Grocery Business historically comprised the sale and distribution of consumer goods through online and offline channels, including warehousing, logistics and last-mile delivery operations.
Management determined that the disposal of the SG Grocery Business represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the SG Grocery Business qualified for presentation as discontinued operations in accordance with ASC 205-20, Presentation of Financial Statements—Discontinued Operations. The Company completed the disposal of the SG Grocery Business during the year ended December 31, 2025 through the sale of its Singapore grocery-related operations and associated assets to a third party. Following the disposal, the Company ceased its grocery operations in Singapore and does not retain any significant continuing involvement in, or significant continuing cash flows from, the disposed business.
Retrospective Presentation of Comparative Financial Information
The results of the SG Grocery Business have been retrospectively reclassified and presented as discontinued operations for all comparative periods presented. Accordingly, the comparative financial information for the six months ended June 30, 2025 has been retrospectively reclassified to conform to the discontinued operations presentation adopted in the Company’s audited consolidated financial statements for the year ended December 31, 2025.
The retrospective reclassification reflects the presentation of the SG Grocery Business as discontinued operations and does not represent the correction of an accounting error. The reclassification had no effect on the Company’s previously reported consolidated net loss for the six months ended June 30, 2025.
Costs directly attributable to the discontinued operations have been allocated to discontinued operations. Shared costs have been allocated based on the nature of the expenses, including employee function, asset utilization and operational relevance.
F-17
Financial Information of Discontinued Operations
The results of the SG Grocery Business included in discontinued operations for the six months ended June 30, 2025 were as follows:
| Periods Ended June 30, | ||||
| 2025 | ||||
| USD | ||||
| Revenues | $ | |||
| Cost of revenues | ( | ) | ||
| Gross profit | ||||
| Operating expenses | ||||
| Selling and distribution expenses | ( | ) | ||
| General administrative expenses | ( | ) | ||
| Loss from operations | ( | ) | ||
| Other income | ||||
| Other income | ||||
| Finance costs | ( | ) | ||
| Total other income (expense), net | ( | ) | ||
| Loss before income taxes | ( | ) | ||
| Income tax expense | ||||
| Net loss from discontinued operations, net of tax | ( | ) | ||
Note 14. Equity
Capital Structure
As of December 31, 2025, the Company’s authorized share capital was US$
Share Split and Share Consolidation
On May 2, 2023,
On January 15, 2025 and March 21, 2025, the Company effected share consolidations of its issued and unissued ordinary shares on a one-for-forty (1-for-40) and one-for-three (1-for-3) basis, respectively, resulting in a combined one-for-one hundred twenty (1-for-120) share consolidation. Following these consolidations, the Company’s authorized share capital was adjusted to US$
All share and per share amounts presented in these consolidated financial statements, including the number of authorized shares, issued and outstanding shares, and earnings per share, have been retrospectively adjusted for all periods presented to reflect the effects of the 2023 share forward split and the 2025 share consolidations, unless otherwise stated.
F-18
Issuance of Ordinary Shares
The Company’s ordinary shares were issued during the periods presented primarily in connection with its initial public offering, equity financing activities, share-based compensation arrangements, and settlement or conversion of liabilities into equity.
In 2023, the Company completed its initial public offering (“IPO”) on the Nasdaq Capital Market. The Company issued ordinary shares at a public offering price of US$
In connection with the IPO, the underwriters exercised the over-allotment option in full, resulting in the issuance of additional ordinary shares. In aggregate, a total of
In 2024, the Company issued ordinary shares through a combination of equity financing arrangements and share-based compensation, including issuances pursuant to subscription agreements, financing arrangements and equity incentive grants.
During the year ended December 31, 2024, the Company issued ordinary shares through various equity transactions, including (i) the issuance of
In addition, the Company recognized share-based compensation expense of approximately US$
The cash proceeds from issuance of ordinary shares for the years ended December 31, 2025, 2024 and 2023 were approximately US$
During the year ended December 31, 2025, the Company issued ordinary shares through multiple financing and settlement transactions, including (i) the issuance of
During the six months ended June 30, 2026, the Company issued an aggregate of
All issuances of ordinary shares described above are consistent with the movements presented in the consolidated statements of changes in shareholders’ equity.
F-19
Issued and Outstanding Shares
Consolidated Balance Sheets as of June 30, 2026:
| Equity | ||||
| (Deficit) Equity | ||||
| Number of ordinary shares – authorized | ||||
| Number of ordinary shares – issued and outstanding | ||||
| Par value | $ | |||
Consolidated Balance Sheets as of December 31, 2025:
| Equity | ||||
| (Deficit) Equity | ||||
| Number of ordinary shares – authorized | ||||
| Number of ordinary shares – issued and outstanding | ||||
| Par value | $ | |||
Additional Paid-in Capital
The Company recognized additional paid-in capital of approximately US$
Additional paid-in capital also increased during the periods presented as a result of equity issuances under subscription agreements, conversion of liabilities into equity, and share-based compensation arrangements.
Note 15. Income tax
Income tax expense comprises current and deferred taxes. Current taxes and deferred taxes are recognized in profit or loss except to the extent that it relates to a business combination, or items recognized directly in equity or in other comprehensive loss.
Cayman Islands
The Company is incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.
Singapore
Subsidiaries incorporated in Singapore are subject to the Corporate Tax rate of
F-20
Indonesia
Domestic statutory corporate income tax rate in Indonesia is
A reconciliation of the expected income tax benefits to the actual income tax provision is as follows:
| June 30, | Effective | June 30, | Effective | |||||||||||||
| 2026 | Tax rate | 2025 | Tax rate | |||||||||||||
| Net loss before income taxes | $ | ( | ) | $ | ( | ) | ||||||||||
| Income tax benefit at the Singapore statutory tax rate of 17% | ( | ) | ( | )% | ( | ) | ( | )% | ||||||||
| Effect of different tax rates in other jurisdictions | ( | ) | ( | )% | ( | ) | ( | )% | ||||||||
| Non-deductible expenses | % | % | ||||||||||||||
| Unrecognized deferred tax asset | % | % | ||||||||||||||
| Total tax provision | $ | $ | ||||||||||||||
| * |
The components of the deferred tax assets are as follows:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Tax loss carry forwards | $ | $ | ||||||
| Deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets, net | $ | $ | ||||||
According to Singapore Income Tax Act, due to change of ownership in New Retail, the tax losses carry forwards of US$
Note 16. Government Grants
The Company receives various government grants from the Singapore government to support employment and business operations.
Under the Wage Credit Scheme (“WCS”), the Singapore government co-funds
Under the Senior Employment Credit (“SEC”), the Singapore government provides wage offsets to employers who hire senior Singaporean employees aged 55 and above. The SEC supports up to
F-21
The Company also receives CPF Transition Offset, which is provided to offset increases in employer CPF contribution rates for senior workers.
In addition, the Company received a Corporate Income Tax (CIT) rebate, which is a cash grant provided to support businesses and reduce tax burden.
During the six months ended June 30, 2026 and the year ended December 31, 2025, these government grants in aggregate amount of US$
Note 17. Concentrations and Risks
Concentrations
Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of accounts receivable. The Company conducts credit evaluations of its customers, and generally does not require collateral or other security from them. The Company evaluates its collection experience and long outstanding balances to determine the need for an allowance for doubtful accounts. The Company conducts periodic reviews of the financial condition and payment practices of its customers to minimize collection risk on accounts receivable.
No single customer represented 10% or more of the Company’s total revenue for six months ended June 30, 2026 and 2025.
No single supplier represented 10% or more of the Company’s total purchases for the six months ended June 30, 2026 and 2025.
| June 30, 2026 | % accounts payable | December 31, 2025 | % accounts payable | |||||||||||||
| Company A | $ | % | $ | % | ||||||||||||
| Company B | % | % | ||||||||||||||
| Company C | $ | % | % | |||||||||||||
| $ | % | % | ||||||||||||||
No customer accounted for 10% or more of accounts receivable
Credit Risk
Credit risk is the potential financial loss to the Company resulting from the failure of a customer or a counterparty to settle its financial and contractual obligations to the Company, as and when they fall due. As the Company does not hold any collateral, the maximum exposure to credit risk is the carrying amounts of trade and other receivables (exclude prepayments) and cash and bank deposits presented on the consolidated balance sheets. The Company has no other financial assets which carry significant exposure to credit risk.
Foreign Currency Risk
The Company operates in multiple markets, which exposes it to the effects of fluctuations in currency exchange rates as it reports its financials and key operational metrics in USD. The Company earns revenue denominated in local currencies of Southeast Asia. The Company generally incurs expenses for employee compensation and other operating expenses in the local currencies in the markets in which it operates. Fluctuations in the exchange rates among the various currencies that the Company uses could cause fluctuations in its operational and financial results.
F-22
Note 18. Commitments and Contingencies
In the normal course of business, we are subject to loss contingencies, such as legal proceedings and claims arising out of our business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. In the opinion of management of the Company, there were no pending or threatened claims and litigation as of June 30, 2026 and through the date of the release of these unaudited interim consolidated financial statements.
Note 19. Subsequent Events
The Company evaluated subsequent events and transactions occurring after June 30, 2026 through the date these unaudited interim consolidated financial statements were issued and determined that no subsequent events required recognition or disclosure, except as described below.
On September 14, 2026, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the closing bid price of the Company’s Class A ordinary shares had been below US$
Equity Line of Credit
On July 23, 2026, pursuant to the Ordinary Share Purchase Agreement entered into with Dogwood Partners on March 23, 2026, the Company utilized its equity line of credit for the first time. The Company sold
Settlement of Accounts Payable through Issuance of Ordinary Shares
On August 12, 2026, the Board of Directors approved the settlement of accounts payable of Webuy Travel Pte. Ltd., a wholly owned subsidiary of the Company, in the aggregate amount of US$
Pursuant to the debt settlement and mutual release arrangement, the Company issued
F-23