Current Report Filing (8-k)
04 December 2021 - 8:58AM
Edgar (US Regulatory)
0000860131
false
0000860131
2021-12-01
2021-12-01
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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):
December 3, 2021 (December 1, 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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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 2.01 Completion of Acquisition or Disposition of Assets.
On November 18, 2021, Wave Sync Corp. (the “Company”)
entered into a Share Purchase/Exchange Agreement (the “Share Exchange Agreement”) with Center Florence Holding LLC (the “Parent”)
and Center Florence, Inc. (the “Target”), a wholly-owned subsidiary of the Parent. In accordance with the Share Exchange Agreement,
on December 1, 2021, the Parent sold and transferred one hundred percent (100%) of its shares in Target 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 the Target.
In connection
with the acquisition of the Target pursuant to the Share Exchange Agreement, the Company is entering into commercial and industrial real
estate business through its newly acquired subsidiary Target Company, 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 Share
Exchange Agreement, the Parent shall not offer, sell, pledge or otherwise dispose of any of the Exchange Shares until one-year anniversary
from November 18, 2021. The parties to this Agreement closed the transaction contemplated therein (the “Transaction”) on December
1, 2021.
As a result of the Transaction,
we have added, through the Target, the business line of operating and managing commercial and industrial real estates.
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.
December 3, 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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