UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the Month of December 2024
Commission File No.: 001-41587
MultiMetaVerse Holdings Limited
Room 7033, 7/F, Tower B, No. 785 Hutai Road,
Jingan District
Shanghai, China, 200065
(Address of Principal Executive Offices.)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
On
December 2, 2024, MultiMetaVerse Holdings Limited (the “Company” or “MMV”) entered into a Company Cooperation
Agreement (the “Cooperation Agreement”) with Zhao Mingwei (“Zhao”) and Li Yuanfeng (“Li”) to jointly
establish a joint-venture in Hong Kong, leveraging their respective resources to Bitcoin and Bitcoin mining machines. MMV will hold 80%
of the shares of the to-be-formed joint-venture company, Zhao will hold 10% of the shares, and Li will hold the remaining 10%. Pursuant
to the Cooperation Agreement, MMV will issue Zhao and Li 1,000,000 shares each, subject to the condition that (i) the closing share price
of MMV on Nasdaq exceeds US$1.00 within 2 months after the announcement of the signing of this agreement, and (ii) either (x) the closing
price is not less than US$1.00 for more than 10 consecutive trading days on Nasdaq during those two months, or (y) the number of Bitcoin
invested by the joint venture company is not less than 50, and the joint venture company will recover the shares.
A copy of the Cooperation Agreement is attached
hereto as Exhibit 10.1, and is incorporated by reference. The foregoing summary of the terms of the Cooperation Agreement is subject to,
and qualified in its entirety, by such document.
MMV has issued a press release in connection with
the Cooperation Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
Financial Statements and Exhibits.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Dated: December 3, 2024
| MULTIMETAVERSE HOLDINGS LIMITED |
|
| |
|
| By: |
/s/ Yiran Xu |
|
| Name: |
Yiran Xu |
|
| Title: |
Chief Executive Officer |
|
Exhibit 10.1
Company Cooperation Agreement
Party A: MultiMetaverse Holdings Ltd. (hereinafter
referred to as “MMV Company”)
Legal Representative: Yiran Xu
Address:Room 7033, 7/F, Tower B, No. 785 Hutai
Road, Jingan District,Shanghai, China
Party B: Zhao Mingwei (Big Bear)
ID Number: 231221198405150019
Contact Address: Build 16, No. 123 Hulanxi Road,
Baoshan District, Shanghai, China
Party C: Li Yuanfeng
ID Number: 410411198405065536
Contact Address:Room 3202 Yintai Centre,No.2 Jianwaidajie,
Chaoyang District, Beijing, China
WHEREAS, on the basis of equality, voluntariness,
fairness and good faith, and through friendly negotiation, Party A, Party B and Party C have reached the following agreement regarding
the joint investment of a joint venture company:
I. Purpose of Cooperation
The three parties, based on their common recognition
of the prospects of the digital currency business, have decided to jointly establish a joint venture company in Hong Kong, subject to
the negotiation and execution of definitive documents with respect to the joint venture. Through the purchase of BTC and mining with mining
machines, they are committed to developing relevant businesses and achieving the joint venture company's development goals in this field.
II. Equity Ratio and Contribution Method
1. Equity Ratio
- MMV Company shall hold 80% of the equity in
the joint venture company.
- Zhao Mingwei shall hold 10% of the equity in
the joint venture company.
- Li Yuanfeng shall hold 10% of the equity in
the joint venture company.
2. Contribution Method
Each party shall fulfill its contribution obligation
with currency or other legal non-monetary property in accordance with laws, regulations and the articles of association of the joint venture
company, for the establishment and operation of the joint venture company. The specific time and amount of contribution shall be implemented
according to the requirements of the joint venture company's establishment and legal procedures.
III. Rights and Obligations of Each Party
(I) Rights and Obligations of Party A
1. Enjoy shareholder rights in accordance
with the equity ratio, including but not limited to participating in corporate decision-making, profit distribution, etc.
2. Be responsible for coordinating the connection
of relevant resources between the joint venture company and MMV Company to provide necessary support for the joint venture company's development.
3. Supervise the operation and financial
management of the joint venture company to ensure that the joint venture company's operation complies with laws, regulations and the articles
of association of the joint venture company.
(II) Rights and Obligations of Party B
1. Enjoy shareholder rights in accordance
with the equity ratio, participate in the decision-making process of corporate operation and management, and put forward reasonable suggestions.
2. Utilize its own resources and capabilities
to actively promote the joint venture company's business development and assist in market development and the establishment of cooperative
relationships.
3. Have a fiduciary duty to the joint venture
company and shall not engage in any act that harms the joint venture company's interests and shall strictly keep the joint venture company's
confidential information.
(III) Rights and Obligations of Party C
1. Enjoy shareholder rights in accordance
with the equity ratio, participate in the discussion and decision-making of important joint venture company affairs.
2. Utilize its own resources and capabilities
to actively promote the joint venture company's business development and assist in market development and the establishment of cooperative
relationships.
3. Have a fiduciary duty to the joint venture
company and shall not engage in any act that harms the joint venture company's interests and shall strictly keep the joint venture company's
confidential information.
IV. Corporate Governance
1. The joint venture company shall establish
corporate governance institutions such as the shareholders' meeting, the board of directors (or the executive director), and the board
of supervisors (or the supervisor). Each party shall exercise its rights and fulfill its obligations in accordance with the articles of
association of the joint venture company to ensure the legality and effectiveness of corporate governance.
2. The shareholders' meeting is the
highest authority of the joint venture company, composed of all shareholders, and shall exercise voting rights in accordance with
the equity ratio to decide on major matters of the joint venture company, including but not limited to the joint venture company's
business policy and investment plan, the election and replacement of directors and supervisors, and the review and approval of the
joint venture company's annual financial budget and final accounts plan.
V. Performance Goals and Incentive Measures
1. The joint venture company plans to achieve
Party B and Party C to invest 500 Bitcoins legally owned by them by June 2025 and 1,000 bitcoins before December 2025 to make the joint
venture company legally own the assets.. The three parties shall make joint efforts to promote the joint venture company to achieve the
above-mentioned goals.
2. As
a return for Party B and Party C's contribution to the joint venture company's business development, MMV will issue Party B and Party
C 1 million shares each, subject to the condition that (i) the closing share price of MMV on Nasdaq exceeds US$1.00 within 2 months after
the announcement of the signing of this agreement, and (ii) either (x) the closing price is not less than US$1.00 for more than 10 consecutive
trading days on Nasdaq during those two months, or (y) the number of Bitcoin invested by the joint venture company is not less than 50,
otherwise company will cancel the shares issued to Party B and Party C. Party
B and Party C understand that any shares to be issued pursuant to this Agreement will be restricted, and a restrictive legend similar
to below shall be placed on the certificates evidencing such shares and appropriate notations thereof will be made on the MMV Company’s
stock transfer books:
THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED
UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR HYPOTHECATED ABSENT
AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH REGULATION S, OR RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE
COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.
VI. Confidentiality Clause
1. The three parties acknowledge and confirm
that during the performance of this agreement, they may access or be aware of the other parties' commercial secrets, technical secrets,
customer information and other confidential information (hereinafter collectively referred to as “confidential information”).
Confidential information includes but is not limited to the joint venture company's business plan, financial data, investment strategy,
customer list, unpublished technical data, etc.
2. Each party shall strictly keep confidential
the confidential information of the other parties known during the performance of this agreement. Without the written consent of the information-disclosing
party, it shall not disclose, use or otherwise handle the confidential information to any third party. The confidentiality period of this
clause shall start from the effective date of this agreement and last for 3 years.
3. If a party violates the
confidentiality clause, it shall bear liability for breach of contract and compensate the other parties for all losses suffered
thereby, including but not limited to direct losses, indirect losses, attorneys' fees, litigation fees and other reasonable expenses
incurred for safeguarding rights and interests. If the loss is difficult to calculate, the breaching party shall pay [agreed amount
of liquidated damages or calculation method] to the damaged party as liquidated damages.
VII. Non-competition Clause
1. During the period of being a shareholder
of the joint venture company and within [non-competition period] from the date of leaving or withdrawing from the joint venture company,
Party B and Party C shall not directly or indirectly engage in activities that are competitive with the joint venture company's business,
including but not limited to investing in, participating in the operation of other enterprises with the same type of business as the joint
venture company, or providing services and consultations for competitors.
2. If Party B or Party C violates the non-competition
clause, all the profits obtained from the violation of the non-competition behavior shall be turned over to the joint venture company,
and liquidated damages [agreed amount of liquidated damages or calculation method] shall be paid to the joint venture company. If the
liquidated damages are insufficient to compensate the joint venture company's losses, compensation for the losses suffered by the joint
venture company shall continue.
VIII. Amendment and Termination of the Agreement
1. Any amendment or supplement to this agreement
shall be subject to written negotiation and consensus among the three parties, and relevant agreements shall be signed.
2. During the performance of this agreement,
if force majeure or other circumstances stipulated by laws and regulations occur, resulting in the inability to continue performing this
agreement in whole or in part, the party affected by force majeure shall promptly notify the other parties and provide relevant supporting
documents. Within a reasonable time after the elimination of the force majeure event, the three parties shall negotiate whether to continue
performing this agreement or make amendments to the agreement.
3. If a party seriously violates the provisions
of this agreement and damages the interests of the other parties, the other parties have the right to terminate this agreement and require
the breaching party to bear liability for breach of contract and compensate for losses.
IX. Liability for Breach of Contract
1. If a party fails to perform its obligations
as stipulated in this agreement, including but not limited to contribution obligations, confidentiality obligations, non-competition obligations,
etc., it shall bear liability for breach of contract and pay liquidated damages [agreed amount of liquidated damages or calculation method]
to the other parties. If the liquidated damages are insufficient to compensate the losses of the other parties, the breaching party shall
continue to compensate the other parties for all losses suffered thereby.
2. If a party's breach of contract
causes the joint venture company or other parties to be subject to legal liabilities such as government department penalties and
third-party claims, the breaching party shall bear all compensation responsibilities.
X. Dispute Resolution
1. The interpretation and implementation
of this agreement shall be applicable to the laws of Hong Kong.
2. In case of disputes during the performance
of this agreement among the three parties, they shall first resolve them through friendly negotiation; if the negotiation fails, any party
has the right to file a lawsuit with the court having jurisdiction in the place where the joint venture company is registered.
XI. Other Terms
1. This agreement shall come into effect
from the date of signature (or seal) by the three parties. It is made in triplicate, with each of Party A, Party B and Party C holding
one copy, each having the same legal effect.
2. For matters not covered in this agreement,
the three parties may separately sign a supplementary agreement, and the supplementary agreement shall have the same legal effect as this
agreement.
Party A (Seal): MultiMetaverse Holdings Ltd.
Legal Representative (Signature): /s/ Yiran Xu
Date of Signing: December 2, 2024
Party B (Signature): /s/ Zhao Mingwei (Big Bear)
Date of Signing: December 2, 2024
Party C (Signature): /s/ Li Yuanfeng
Date of Signing: December 2, 2024
5
Exhibit 99.1
Agreement
to Establish Digital Currency Investment Company Partnership
SHANGHAI,
December 3rd, 2024 – MultiMetaVerse Holdings Limited (NASDAQ: MMV) (“MMV” or the “Company”), a leading
animation and entertainment company for young consumers in China, announced that it has reached an agreement with Zhao Mingwei (“Big
Bear”) and Li Yuanfeng to jointly establish a joint - venture in Hong Kong, leveraging their respective resources to Bitcoin and
Bitcoin mining machines.
According
to the agreement, MMV will hold 80% of the shares of the to-be-formed joint - venture company, Zhao Mingwei will hold 10% of the shares,
and Li Yuanfeng will hold the remaining 10%. The board of directors will be composed of executives appointed by the three parties. The
new company will purchase Bitcoin and purchase Bitcoin mining machines.
The
joint venture company plans to achieve Party B and Party C to invest 500 Bitcoins legally owned by them by June 2025 and 1,000 bitcoins
before December 2025 to make the joint venture company legally own the assets.
MMV
will issue Party B and Party C 1 million shares each, subject to the condition that (i) the closing share price of MMV on Nasdaq exceeds
US$1.00 within 2 months after the announcement of the signing of this agreement, and (ii) either (x) the closing price is not less than
US$1.00 for more than 10 consecutive trading days on Nasdaq during those two months, or (y) the number of Bitcoin invested by the joint
venture company is not less than 50. Otherwise, MMV will cancel the shares issued to Party B and Party C.
Zhao
Mingwei (“Big Bear”), is a well - known financial blogger in China and an expert in digital currency. He is the founder of
Xiongke Group and the author of “IP Wealth Creation Field”. He has over 10 million financial fans across his whole network
in China. He has invested in projects such as Haowen International (HK: 08019), Caitang (acquired by Proya · SH: 603605), Guanyi
Cloud Computing (acquired by Kingdee · HK: 00268).
Li
Yuanfeng, is a well - known angel investor in China, an expert in the application of blockchain technology, the former founder of Zhiyue
Media (China) Holdings Co., Ltd., a former partner in Falcon Venture Capital, and a serial entrepreneur. He was named as the “Most
Discovering Investor in China’s Sharing Economy” by 36Kr. He was an early investor in projects such as Mipao, Delicious Life, Yuanding,
Huifenqi, and Werewolf Kill, and an investor in the pre - IPO round of Inke. He has rich experience in the venture capital field.
Xu
Yiran, Chairman and Chief Executive Officer of MMV, said, “We are pleased to join hands with two well - known blockchain and digital
currency experts in China to work with us to develop our company’s new business. The new company will focus on investing in Bitcoin globally.”
Zhao
Mingwei (“Big Bear”) said, “Digital currency is one of the important investment targets in the global future and is
worthy of in - depth research. Digital assets are a product of the pursuit of international market integration after the deepening of
economic globalization, which initiates changes and challenges to the real economy level and the financial system in the industry. Of
course, huge opportunities also coexist.”
Li
Yuanfeng said, “I believe that once Bitcoin reaches $100,000, it will be more appealing to a mainstream audience. By entering the
market before Bitcoin achieves the $100,000 threshold, I believe that we will be able to benefit from future price appreciation. “
About
MultiMetaVerse Holdings Limited
MultiMetaVerse
Holdings Limited (NASDAQ: MMV) is an animation and entertainment company dedicated to providing high - quality, immersive entertainment
experiences through original, user - generated content and professional user - generated content. MMV started producing animations under
its signature brand Aotu World in 2015. With its inspiring storylines and unique graphic styles, it is especially popular among young
audiences in China. By leveraging its established user base, MMV has built a diversified product portfolio, including animated content,
comics, short videos, collectibles, stationery, consumer products, and mobile games under the Aotu World brand. It has also developed
and expanded new brands, stories, and characters, such as Neko Album.
Safe
Harbor Statements
This
press release contains forward-looking statements which generally are identified by the words “believe,” “project,”
“expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,”
“opportunity,” “plan,” “may,” “should,” “will,” “would,” “will
be,” “will continue,” “will likely result,” and similar expressions. Without limiting the generality of
the foregoing, the forward-looking statements in this press release include descriptions of the Company’s future commercial operations.
Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations
and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially
from the forward-looking statements in this press release, such as the Company’s inability to implement its business plans, identify
and realize additional opportunities, or meet or exceed its financial projections and changes in the regulatory or competitive environment
in which the Company operates. You should carefully consider the foregoing factors and the other risks and uncertainties described in
the Company’s Annual Report on Form 20-F and other documents filed or to be filed by the Company with the SEC from time to time,
which could cause actual events and results to differ materially from those contained in the forward-looking statements. All information
provided herein is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement,
except as required under applicable law.
For
more information, please visit https://www.multi - metaverse.com/.
For
investor and media inquiries, please contact:
MultiMetaVerse
Holdings Limited
Investor
Relations
Email:
ir@multi - metaverse.com
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