Exhibit 10.3

 

SECURITIES SUBSCRIPTION AGREEMENT

 

(Private Investment in Public Equity – PIPE)

 

This Securities Subscription Agreement (this “Agreement”) is made as of February 19, 2026, by and between:

 

WEBUY GLOBAL LTD, a company organized under the laws of the Cayman Islands (the “Company”), whose ordinary shares are listed on the Nasdaq Capital Market under the symbol “WBUY,”

 

and

 

Zheng Mingjie, an individual (the “Investor”).

 

ARTICLE I – SUBSCRIPTION AND PURCHASE OF SHARES

 

1.1Subscription

 

Subject to the terms and conditions of this Agreement, the Investor agrees to purchase from the Company, and the Company agrees to issue and sell to the Investor, Class A ordinary shares, par value of US$0.0000462 per share, of the Company (the “Shares”) for an aggregate purchase price of USD$1,000,000 (the “Subscription Amount”).

 

1.2Purchase Price

 

The purchase price per Share shall be equal to 90% of the volume-weighted average price (VWAP) of the Company’s Shares on the Nasdaq Capital Market for the five (5) trading days immediately preceding the Closing Date.

 

1.3Closing

 

The closing shall occur in early March 2026. At the Closing:

 

(a)Investor shall deliver the Subscription Amount by wire transfer pursuant to Section 1.4.

 

(b)Company shall issue and deliver the Shares to the Investor’s brokerage account.

 

1.4Payment Terms

 

Notwithstanding Section 1.3, the Subscription Amount of USD$1,000,000 shall be paid by the Investor in two (2) installments as follows:

 

(a)USD$600,000 shall be paid by wire transfer to the Company on or before February 19, 2026; and

 

(b)The remaining USD 400,000 shall be paid by wire transfer to the Company in early March 2026.

 

 

The issuance of Shares may be effected in tranches corresponding to the receipt of each installment, unless otherwise agreed by the Parties in writing.

 

ARTICLE II – COMPANY REPRESENTATIONS

 

The Company represents:

 

-It is duly incorporated and in good standing.

 

-The Shares will be validly issued, fully paid, and non-assessable.

 

-The issuance is duly authorized.

 

-The Company is in compliance with Nasdaq rules.

 

-All required SEC filings have been made.

 

ARTICLE III – INVESTOR REPRESENTATIONS

 

The Investor represents:

 

-It is an accredited investor.

 

-It is acquiring the Shares for investment purposes.

 

-It has sufficient financial knowledge and access to information.

 

ARTICLE IV – REGISTRATION RIGHTS

 

4.1The Company shall file a resale registration statement on Form F-1 (“Form F-1”) within 45 days after Closing.

 

4.2The Company shall use reasonable efforts to make it effective within 90 days after the initial public filing of the Form F-1.

 

4.3The Form F-1 shall remain effective until all Shares are sold or two (2) years have passed.

 

ARTICLE V – COVENANTS

 

The Company shall use proceeds for general corporate purposes and maintain Nasdaq listing.

 

ARTICLE VI – LOCK-UP

 

The Investor agrees that, for a period of thirty (30) days following the Closing, it shall not, directly or indirectly, sell, transfer, assign, pledge, hypothecate, or otherwise dispose of any Shares, nor enter into any agreement or arrangement to do any of the foregoing.

 

Notwithstanding the foregoing, the Investor may sell the Shares pursuant to an effective Registration Statement on Form F-1 covering the resale of the Shares.

 

ARTICLE VII – CONDITIONS TO CLOSING

 

Closing is subject to accuracy of representations, Nasdaq listing, and receipt of funds.

 

ARTICLE VIII – INDEMNIFICATION

 

Each Party agrees to indemnify the other for breaches of representations.

 

2

 

ARTICLE IX - MISCELLANEOUS

 

Governing Law: State of New York.

 

This Agreement constitutes the entire agreement between the Parties.

 

SIGNATURES  
     
WEBUY GLOBAL LTD  
     
By: /s/ Xue Bin  
Name:  Xue Bin  
Title: CEO  
Date: 13-Feb-2026  
     
Investor  
     
By: /s/ Zheng Mingjie  
Name: Zheng Mingjie  

Subscription Amount: USD$1,000,000

Date: 19-Feb-2026