WAYS Wave Sync Corporation (CE)

Item 1.01 Entry into a Material Definitive Agreement

On June 22, 2022, NY Swap Holding Ltd., (“NY Swap”), a wholly-owned subsidiary of Wave Sync Corp. (the “Company”), entered into an asset purchase agreement (the “Agreement”) with PX Capital USA Inc., a Delaware state corporation (the “PX Capital”) pursuant to which NY Swap purchased the rights, title and interests associated with NY Swap a peer-to-peer money transfer mobile application (the “Purchased Assets”) and any intellectual properties associated with such Purchased Assets, for a total consideration of Eight Million Six Hundred and Four Thousand Dollars ($8,604,000.00) payable in the Company’s common stock in the amount of One Million Two Hundred and Twenty Thousand Four Hundred and Twenty-Six (1,220,426) shares of the Company’s unregistered shares of common stock (the “Shares”), valued at $7.04 per share, which is the weighted average closing price of the Company’s shares of common stock for the sixty (60) trading days up to the date immediately prior to the date of the Agreement. Capitalized terms used and not defined in this Current Report on Form 8-K have the respective meanings assigned to them in the Agreement.

Pursuant to the PX Capital’s instructions, the Shares shall be issued to the three shareholders of PX Capital in the following amounts: (i) 488,170 shares to Pengfei Xie; (ii) 488,170 shares to Warren Wang and (iii) 244,085 shares to Coco Han.

PX Capital is one of the principal shareholders of the Company, holding 29% of the issued and outstanding voting shares of the Company as of May 20, 2022 and therefore is a related party of the Company.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the 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.