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): ~~May~~June 1828, 2022 (~~May~~June 1722, 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 ~~May~~June 1722, 2022, ~~Wave~~NY ~~Sync~~Swap ~~Corp~~Holding Ltd., (~~the~~ “~~Company~~NY Swap”) ~~and~~, ~~WeWin~~a ~~DAO~~wholly-owned ~~LLC~~subsidiary of Wave Sync Corp. (the “~~Seller~~Company”), ~~a Wyoming limited liability company,~~ entered into aan ~~token~~asset purchase agreement (the ~~“Purchase~~ “Agreement”), ~~pursuant~~with toPX ~~which~~Capital ~~the~~USA ~~Company~~Inc., ~~shall~~a ~~purchase~~Delaware ~~ten~~state ~~billion~~corporation (~~10,000,000,000) WWC tokens (~~the “~~Sale~~PX ~~Tokens~~Capital”)~~, which~~ ~~shall~~pursuant ~~represent~~to ~~ten~~which ~~percent~~NY ~~(10%)~~Swap purchased of the ~~ownership~~rights, ~~interest~~title and ~~voting~~interests ~~rights~~associated inwith ~~the~~NY ~~Seller,~~Swap ~~for~~ a ~~total~~peer-to-peer ~~consideration~~money oftransfer ~~ten~~mobile ~~million dollars~~application (~~$10,000,000.00) (~~the “~~Purchase Price~~Purchased Assets”) ~~payable~~and inany ~~two~~intellectual ~~million~~properties ~~and~~associated ~~five~~with ~~hundred~~such ~~thousand~~Purchased (2Assets,~~500,000)~~ ~~shares~~for ofa ~~common stock~~total consideration of ~~the~~Eight ~~Company,~~Million ~~valued~~Six Hundred atand Four Thousand Dollars ($48,604,000.00) ~~per~~payable ~~share~~in (the ~~“Consideration~~Company’s ~~Shares”).~~common ~~Upon~~stock ~~satisfaction~~in of the ~~terms~~amount ~~and conditions~~ of ~~the~~One ~~Purchase~~Million ~~Agreement,~~Two ~~the~~Hundred and ~~parties~~Twenty ofThousand ~~the~~Four ~~Purchase~~Hundred ~~Agreement~~and ~~expect~~Twenty-Six to(1,220,426) ~~close~~shares of the ~~transactions~~Company’s ~~set~~unregistered ~~forth~~shares ~~therein~~of common stock (the “~~Closing~~Shares”), onvalued orat ~~before~~$7.04 ~~June~~per 27share, ~~2022.~~which ~~Pursuant~~is to the ~~Purchase~~weighted ~~Agreement,~~average ~~the~~closing ~~Company~~price ~~has~~of ~~agreed that it shall not, without~~ the ~~Seller~~Company’s ~~consent, offer,~~shares ~~sell, transfer, assign, pledge or otherwise dispose~~ of ~~any~~common ofstock ~~the~~for ~~Sale Tokens until~~ the ~~earlier~~sixty of (i60) trading ~~365~~ days ~~from~~up to the date ~~of this~~immediately ~~Agreement~~prior ~~and~~to ~~(ii)~~ the ~~listing~~date of ~~WWC tokens on a cryptocurrency exchange platform. Similarly, in accordance with~~ the ~~Purchase~~ Agreement~~, the~~. ~~Seller~~Capitalized ~~has~~terms ~~agreed~~used ~~that~~and ~~it shall~~ not, ~~without~~defined ~~the~~in ~~Company’s~~this ~~consent,~~Current ~~sell, assign, transfer, pledge, contract to sell, establish~~Report anon ~~open~~Form ~~“put~~8-K ~~equivalent~~have ~~position,” or otherwise dispose of, or announce~~ the ~~offering~~respective ~~of,~~meanings orassigned ~~request the Company~~ to ~~file~~them ~~a registration statement under Securities Act of 1933~~ in ~~respect of, any Consideration Shares until~~ the ~~earlier of (i) 365 days from the date of this~~ Agreement ~~and (ii) the listing of Company’s shares on a national stock exchange~~.

~~The~~Pursuant ~~Company~~to ~~shall~~the ~~issue~~PX ~~Consideration~~Capital’s instructions, the Shares ~~in reliance~~shall onbe issued to the ~~exemption~~three ~~from~~shareholders ~~registration~~of ~~under~~PX ~~Section~~Capital 4in the following amounts: (ai) 488,170 shares to Pengfei Xie; (2ii) 488,170 ofshares ~~the~~to ~~Securities~~Warren ~~Act~~Wang and (iii) 244,085 shares to Coco Han.

~~The~~PX ~~foregoing~~Capital ~~summary~~is one of the ~~Purchase~~principal ~~Agreement~~shareholders isof ~~subject~~the toCompany, ~~and~~holding ~~qualified~~29% inof ~~its entirety by~~ the ~~Purchase~~issued ~~Agreement,~~and aoutstanding ~~form~~voting shares of ~~which~~the isCompany ~~filed herein~~ as ~~Exhibit~~ ~~10.1 to this~~of ~~Current~~May ~~Report~~20, on2022 ~~Form~~and ~~8-K~~therefore ~~and~~is ~~incorporated~~a ~~herein~~related byparty of ~~reference~~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.

Item 3.02 Unregistered Sales of Equity Securities.

The information ~~set forth~~ contained in Item 1.01 ~~above~~of this Current Report on Form 8-K is incorporated herein by reference ~~into this Item 3~~.~~02.~~

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1		~~Token~~Asset Purchase Agreement dated ~~May~~June 1722, 2022
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

May 18, 2022	WAVE SYNC CORP.
June 28, 2022	WAVE SYNC CORP.
	By:	/s/ Jiang Hui
	Name:	Jiang Hui
	Title:	Chief Executive Officer

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