IPO - BeLive Holdings

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Form Type: F-1/A

Filing Date: 2025-02-25

Corporate Action: Ipo

Type: New

Accession Number: 000149315225008154

Filing Summary: BeLive Holdings is conducting its initial public offering (IPO) of 2,450,000 Ordinary Shares at an anticipated price of US$4.00 per share. This follows a reverse stock split of 5-for-1 that took effect on February 18, 2024, and a change in its authorized share capital to accommodate the offering. The registration is under the Securities Act of 1933, with the potential for shares to be listed on the Nasdaq Capital Market under the symbol 'BLIV'. The company is characterized as an emerging growth company and a foreign private issuer, which permits it to benefit from reduced public reporting requirements. It aims to raise about US$9,800,000 through this offering. The document includes details on the use of proceeds, risk factors, and provisions regarding the underwriting of the shares. The registrant does not intend to receive proceeds from the resale of shares by selling shareholders, indicating a subdivision of the offering into two distinct prospectuses: a public offering prospectus and a resale prospectus.

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Additional details:

Initial Public Offering Price: US$4.00


Total Initial Public Offering Amount: US$9,800,000


Underwriting Discount: US$0.28


Total Underwriting Discount: US$686,000


Proceeds To Company Before Expenses: US$9,114,000


Number Of Shares Offered: 2,450,000


Number Of Resale Shares: 2,139,227


Over Allotment Option Shares: 367,500


Form Type: F-1/A

Filing Date: 2025-02-19

Corporate Action: Ipo

Type: New

Accession Number: 000149315225007229

Filing Summary: BeLive Holdings is conducting an initial public offering (IPO) of 2,450,000 Ordinary Shares at an estimated public offering price of $4.00 per share, aiming to raise approximately $9.8 million before expenses. The company has applied to list its shares on the Nasdaq Capital Market under the symbol 'BLIV', emphasizing that prior to this offering, there had been no public market for its shares. The document includes two prospectuses: a Public Offering Prospectus for the initial offering and a Resale Prospectus for selling shareholders. Key financial data indicates that underwriters have been granted an option to purchase an additional 367,500 shares to cover over-allotments. The company is classified as an emerging growth company and a foreign private issuer, which allows it to benefit from reduced public company reporting requirements. Investors are cautioned that investing in the IPO presents a high degree of risk and there is no guarantee of successful outcomes, especially regarding the listings and future market conditions.

Document Link: View Document

Additional details:

Registered Shares: 2,450,000


Offering Price Per Share: US$4.00


Total Proceeds: US$9,800,000


Underwriting Discounts Commissions: US$686,000


Proceeds To Company: US$9,114,000


Reverse Stock Split Effective Date: 2024-02-18


Ordinary Shares Outstanding After Split: 7,985,241


Listing Exchange: Nasdaq


Form Type: F-1/A

Filing Date: 2025-01-21

Corporate Action: Ipo

Type: Update

Accession Number: 000149315225002901

Filing Summary: BeLive Holdings has filed Amendment No. 6 to its registration statement on Form F-1, primarily to file certain exhibits and amend the list of exhibits. This document serves as a minor amendment as the remaining contents of the registration statement remain unchanged. The filing includes a detailed exhibit index listing various agreements and governance documents pertinent to the organization, indicating a comprehensive preparation for their initial public offering. BeLive Holdings is declared as an emerging growth company and has taken steps to ensure compliance with regulatory requirements. The filing also covers necessary certifications by senior executives, affirming that the company meets the requirements for filing under the Securities Act.

Document Link: View Document

Additional details:

Type Of Exhibit: Form of Underwriting Agreement


Type Of Exhibit: Share Swap Agreement between the Registrant, the Shareholders and BeLive Technology Group Ltd


Type Of Exhibit: Memorandum and Articles of Association of the Registrant dated February 24, 2023


Type Of Exhibit: Amended and Restated Memorandum and Articles of Association effective on March 5, 2024


Type Of Exhibit: Opinion of Appleby regarding the validity of securities being registered


Type Of Exhibit: Form of Directors’ Agreement


Type Of Exhibit: Form of Indemnification Agreement


Type Of Exhibit: License Agreement - Singapore


Type Of Exhibit: Lease Agreement - Vietnam


Type Of Exhibit: BeLive Holdings Share Option Scheme 2023


Type Of Exhibit: BeLive Holdings Share Option Scheme 2023 Trust Deed


Type Of Exhibit: Form of Source Code Acquisition Agreement


Type Of Exhibit: Form of Service Agreement (End to End Development)


Type Of Exhibit: Form of Terms of Use and Service (End to End Development)


Type Of Exhibit: Loan Facility Agreement


Type Of Exhibit: Code of Ethics of the Registrant


Type Of Exhibit: List of Subsidiaries of the Registrant


Type Of Exhibit: Consent of Onestop Assurance PAC


Type Of Exhibit: Consent of Appleby (included in Exhibit 5.1)


Type Of Exhibit: Power of Attorney (included on signature pages)


Type Of Exhibit: Amended and Restated Audit Committee Charter


Type Of Exhibit: Amended and Restated Compensation Committee Charter


Type Of Exhibit: Nomination and Corporate Governance Committee Charter


Type Of Exhibit: Insider Trading Policy


Type Of Exhibit: Consent of director nominee


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