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): August 29, 2022
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 August 29, 2022, Wave Sync Corp. (the “Company”) entered into a subsequent subscription agreement (the “Subscription Agreement”) in connection with its purchase of 33,624 ordinary shares of Archax Holdings Ltd. (“Archax”), a company incorporated under the laws of England and Wales, for an aggregate purchase price of $100,000. This investment is the Company’s second equity investment in Archax after its initial purchase of Archax’s securities in June 2021 from Hudson Capital USA Inc., which invested in Archax in September 2020.
The foregoing summary of the Subscription Agreement is subject to and qualified in its entirety by the Subscription Agreement, a form of which is filed herein 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 | Subscription Agreement dated August 29, 2022 | |
| 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.
| September 6, 2022 | WAVE SYNC CORP. | |
| By: | /s/ Jiang Hui | |
| Name: | Jiang Hui | |
| Title: | Chief Executive Officer | |
2
Exhibit 10.1
Archax – Subscription Agreement
Subscription Agreement
THIS DEED is made on 29-8-2022 | 13:47 PDT
BY Wave Sync Corp.
(the “Subscriber”)
| 1 | INTRODUCTION |
As part of a series A fundraising round, the Subscriber has agreed to invest funds into the Company in return for a certain number of ordinary shares of £0.000001 each (the Shares) in the capital of the Company.
| 2 | SUBSCRIPTION |
| 2.1 | The Subscriber hereby applies for the allotment to it of 33,624 of Shares (the Subscription Shares) in the capital of the Company (the Subscription). |
| 2.2 | As consideration for the allotment and issue of the Subscription Shares to the Subscriber, the Subscriber will remit to the Company’s account by electronic transfer in cleared funds the aggregate sum of USD$100,000 (the Investment), such payment to be made no later than 20 days following the date of this deed. |
| 2.3 | The Subscriber requests and authorise the directors of the Company to enter its name into the Company’s register of members as holder of the Subscription Shares and to send the Subscriber a share certificate in respect of the Subscription Shares issued pursuant to this application. |
| 2.4 | The Subscriber hereby confirms that it has not relied on any representations or warranties, written or oral, made at any time by the Company or any of its officers, directors, agents, employees or advisers or any other person in connection with this Subscription or the Company. |
| 2.5 | This deed shall be governed by and construed in accordance with the laws of England and Wales. |
Archax – Subscription Agreement
This deed has been executed and delivered as a deed on the date shown on the first page.
| EXECUTED as a | ) | /s/ Jiang Hui | ||
| DEED by | ) | Jiang Hui | ||
| Wave Sync Corp. | ) | Authorised Signatory: | ||
| acting by an authorised | ||||
| signatory in the presence of: | ||||
| Witness: | Signature: | /s/ Xiaoyue Zhang |
| Name: | Xiaoyue Zhang | |
| Address: | 19 W 44th ST Suite 1001 New York NY 10036 | |
| Occupation: | Vice President |
| EXECUTED as a | ) | ||
| DEED by ARCHAX HOLDINGS LTD | /s/ Andrew Flatt | ||
| acting by a director in the presence of: | ) | Andrew Flatt | |
| ) |
| Witness: | Signature: | /s/ Simon Barnby | |
| Name: | Simon Barnby | ||
| Address: | 27 Hatton Wall, London | ||
| Occupation: | CMO |