Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
16 Dezembro 2022 - 10:00AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 2022
Commission
File Number: 001-39803
Meiwu
Technology Co. Ltd.
(Translation
of registrant’s name into English)
B401,
4th Floor Building 12, Hangcheng Street,
Hourui
No. 2 Industrial District,
Shenzhen,
People’s Republic of China
Telephone:
+86-755-85255139
(Address
of principal executive office)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Note:
Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report
to security holders.
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Note:
Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that
the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated,
domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on
which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to
be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the
subject of a Form 6-K submission or other Commission filing on EDGAR.
Entry
into a Material Definitive Agreement
On
December 12, 2022, Meiwu Technology Co., Ltd. (the “Company”) entered into a Share Purchase Agreement (“SPA”)
with Xinfuxin International Holdings Limited, a British Virgin Islands business company (the “Target”), and all the
shareholders of the Target, who collectively hold 100% issued and outstanding shares of the Target (the “Sellers”).
Target indirectly owns 100% of Hunan Yuanxing Chanrong Technology Co., Ltd., a company organized under the laws of the PRC , via a wholly-owned
subsidiary of the Target in Hong Kong, Antai Medical Limited.
Pursuant
to the SPA, the Company is going to acquire 100% of the issued and outstanding shares of the Target. Upon the closing, the Company shall
deliver to the Sellers total consideration of US$9.6 million to be paid in ordinary shares, no par value (“Ordinary Shares”),
of the Company, at a price of US$0.8 per share, for a total of 12,000,000 Ordinary Shares (“Share Consideration”)
The
SPA contains customary representations and warranties of the Target and Sellers, including, among other things, (a) the good standing
of the parties under the laws of the jurisdiction under which they are organized, (b) the individual authority for each of the parties
to execute and deliver the SPA, (c) the accuracy of the Target’s and its subsidiaries’ financial records, (d) the absence
of any undisclosed material adverse changes, and (e) the absence of legal proceedings that relate to the completion of the transaction
contemplated by the SPA.
The
SPA is subject to various conditions to closing, including, among other things Nasdaq approval of the listing of the Share Consideration.
The
foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the complete text of
the SPA, which is filed hereto as Exhibit 10.1
Financial
Statements and Exhibits.
(d)
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 hereunto duly authorized.
|
Meiwu
Technology Co. Ltd. |
|
|
|
|
By:
|
/s/
Xinliang Zhang |
|
|
Xinliang
Zhang |
|
|
Chief
Executive Officer |
Date:
December 16, 2022
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