WEBUY GLOBAL LTD (NASDAQ: WBUY) has an effective equity line of credit — a standing facility that lets the company sell newly issued shares to a financing partner on demand — covering 50,200,000 Class A shares. The company's estimated free-trading float is approximately 3.06 million shares. That registered block is roughly 16 times the entire float.
The facility, structured as an Ordinary Share Purchase Agreement with New York–based Dogwood Partners, gives WBUY the right to sell up to $20 million in Class A shares at its sole discretion through March 2028. The purchase price on each draw is set at 97% of the lower of the day's lowest sale price or the volume-weighted average price during the purchase period — meaning Dogwood always pays at or below the prevailing market price. Each individual draw is capped at the lesser of $500,000 or 35% of the stock's five-day average daily volume, the only mechanical brake on the pace of issuance.
Dogwood holds a 4.99% beneficial-ownership blocker, which forces it to resell shares continuously rather than accumulate them. It also received 200,000 commitment shares — earned in full on signing regardless of whether the company ever draws a dollar — releasing into the market in 25% tranches every 30 days from the May 18, 2026, effective date. That leak-out schedule concludes around mid-September 2026.
Layered Overhang
Beyond the equity line, a Form F-3 — a shelf registration statement enabling resale of restricted shares — was filed May 18, 2026, covering 1,139,472 Class A shares held by PIPE investor Zheng Mingjie. The selling-shareholder table shows zero shares retained after the offering, signaling full intended exit. Those shares were purchased at $0.8776 under a variable-rate formula pegged at 90% of the trailing five-day average close. If effective, that single block would expand the float by roughly 37%.
Additionally, up to 230,337 pre-funded warrants — warrants priced at a nominal strike of $0.012 or $0.0001 per share, making them economically equivalent to common stock — remain potentially outstanding with no expiration date. The company's own filings state it does not know how many are still unexercised. That is an unquantified overhang.
The Structural Backdrop
WBUY's share count has already grown roughly 179% over the past twelve months, expanding from approximately 1.87 million to 5.20 million Class A shares through seven distinct issuance events — debt settlements, incentive-plan grants, loan conversions, and PIPEs. The filings themselves acknowledge that 500,000 shares (a 300,000 CEO award and the 200,000 Dogwood commitment shares) are not reconciled against the stated 5,202,808 outstanding count, suggesting the true figure may be closer to 5.7 million.
The company executed a cumulative 1-for-120 reverse split across two consolidations in early 2025, then was suspended from Nasdaq for bid-price non-compliance before being reinstated in May 2025. Authorized capital remains at 2,166,666,666 shares — roughly 395 times the current outstanding count — requiring no further shareholder vote to deploy.
A dual-class structure insulates control from the dilution. CEO Bin Xue holds 278,296 Class B shares carrying ten votes each, giving him 38.61% of combined voting power on just a 5.77% economic stake. Class A holders absorb the full economic impact of any equity-line draws while having limited ability to block further issuance.
One structural positive: the 2024 senior secured convertible note — a $2.4 million instrument with a variable conversion price as low as $0.029 — has been repaid in full. No preferred stock exists.
As a foreign private issuer, WBUY files annual 20-F and periodic 6-K reports but no quarterly 10-Q, which means there is no routine quarterly cover-page update to the share count. Any equity-line draws made since the May 19, 2026, prospectus date remain undisclosed in the interim — the float figure carried by any data service should be treated as a lower bound.