Current Report Filing (8-k)
June 29 2021 - 10:48AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 4, 2021
WAVE SYNC CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-34113
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74-2559866
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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19 West 44th Street, Suite 1001, New York, NY 10036
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(Address of principal executive offices)
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Registrant’s telephone number, including
area code: (852) 98047102
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, 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. ☐
Item 1.01 Entry into a Material Definitive
Agreement.
On June 4, 2021, Wave Sync Corp. (the “Company”
or “Buyer”) and Hudson Capital USA Inc. (the “Seller”) entered into a share transfer agreement (the “Archax
SPA”), pursuant to which the Company agreed to buy from the Seller $500,000 USD worth of shares of Archax Holdings Ltd. (“Archax”),
a company organized under the laws of England, UK. Archax is a global digital asset trading platform and ecosystem. In addition, on June
4, 2021, the Company and the Seller entered into another share transfer agreement (the “Montis SPA”), pursuant to which the
Company agreed to buy from the Seller $250,000 USD worth of shares of Montis Digital Limited (“Montis”), a company organized
under the laws of Gibraltar. Montis primarily provides marketing and consulting services for digital assets and related entities in the
digital asset ecosystems. Each of the Archax SPA and Montis SPA contained customary representations and warranties for transactions of
this nature and scale.
The Company and Seller are related parties because
the majority of the board of directors of the Company are the board members of the Seller, constituting the majority of the board of directors
of the Seller and Hon Man Yun serves as the Chief Financial Officer of both the Company and Seller.
The foregoing summary description of the Archax
SPA and Montis SPA is subject to and qualified in its entirety by the Archax SPA and Montis SPA, both of which are filed as exhibits to
this Current Report on Form 8-K and incorporated herein by reference.
Item 2.01 Completion of Acquisition or Disposition
of Assets
The information set forth in Item 1.01 above is
incorporated by reference into this Item 3.02.
On June 16, 2021, the Company and Seller closed
the stock purchase transaction in accordance with the Montis SPA. On June 17, 2021, the Company and Seller closed the stock purchase transaction
in accordance with the Archax SPA.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
June 29, 2021
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WAVE SYNC CORP.
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By:
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/s/
Jiang Hui
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Name:
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Jiang Hui
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Title:
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Chief Executive Officer
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2
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