Current Report Filing (8-k)

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): November 18, 2021

WAVE SYNC CORP.

(Exact name of registrant as specified in its charter)

Delaware

001-34113

74-2559866

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

19 West 44th Street, Suite 1001, New York, NY 10036

(Address of principal executive offices)

Registrant’s telephone number, including area code: (852) 98047102

(Former name or former address, if changed since last report.)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Item 1.01 Entry into a Material Definitive Agreement

On November 18, 2021, Wave Sync Corp. (the “Company”) entered into a Share Purchase/Exchange Agreement (the “Agreement”) with Center Florence Holding LLC (the “Parent”) and Center Florence, Inc. (“CFI”), a wholly-owned subsidiary of the Parent. Under the Agreement, Parent will sell and transfer one hundred percent (100%) of its shares in CFI to the Company in exchange for four million six hundred thousand (4,600,000) shares (the “Exchange Shares”) of the Company’s common stock (the “Common Stock”), par value $0.001 per share, at an agreed price of $4.00 per share of the Common Stock for a total valuation of $18,400,000 of CFI.

The Company will enter into commercial and industrial real estate business through its newly acquired subsidiary CFI, which owns three operating entities: (i) Florence Development LLC (in the business of purchasing, holding, salvaging, renovating, leasing and/or mortgaging real property and related improvements located in Florence, South Carolina); (ii) Royal Park LLC (dba The Country Club of South Carolina, operating as a golf club in Florence, South Carolina), and (iii) St. Louis Center, LLC (operating a recreational sports facility located in Affton, Missouri). Pursuant to the Agreement, the Parent shall not offer, sell, pledge or otherwise dispose of any of the Exchange Shares until one-year anniversary from the date of this Agreement. The parties to this Agreement shall close the transaction contemplated therein on December 1, 2021 or another date as mutually agreed by all of the parties thereto.

The foregoing summary description of the Agreement is subject to and qualified in its entirety by full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description

10.1		Share Purchase/Exchange Agreement dated November 18, 2021 by and among Wave Sync Corp., Center Florence Holding LLC and Center Florence, Inc.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

1

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.