Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 13, 2023

WeTrade Group Inc.

(Exact name of Company as specified in charter)

Wyoming

7374

N/A

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

Room 101, Level 1 Building 8,

No. 18, Kechuang 10th Street,

Beijing Economic and Technological Development Zone

People’s Republic of China 100020

+86-135-011-76409

(Address, including zip code, and telephone number, including area code, of principal executive offices)

Wyoming Registered Agent

1621 Central Ave Cheyenne, Wyoming 82001

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		WETG		Nasdaq Capital Market

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 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on August 23, 2023, Wetrade Group Inc., a Wyoming corporation (the “Company”) entered into those certain securities purchase agreements (the “Securities Purchase Agreements”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue certain convertible debentures and warrants to purchase shares of common stock (the Securities Purchase Agreements, together with the convertible debentures and warrants, collectively, the “Transaction Documents”), for a total consideration of $35,000,000.

On September 13, 2023, the Company and each of the Purchasers entered into a termination agreement (the “Termination Agreement”), which mutually terminated all obligations arising out of the Transaction Documents.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Termination Agreement, a form of which is attached hereto as Exhibit 10.1.

Item 9.01. Exhibits

(d) Exhibits.

Exhibit Number		Description
10.1		Form of Termination Agreement
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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Wetrade Group Inc.

	By:	/s/ Hechun Wei
	Name:	Hechun Wei
	Title:	Chief Executive Officer

Dated: September 13, 2023

Exhibit 10.1

TERMINATION AGREEMENT

This Termination Agreement is dated September 13, 2023 (this “Agreement”), by and among Wetrade Group Inc, a Wyoming corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of the Company, the “Company”), and [investor]. Capitalized terms used herein without definition shall have the meanings assigned to them in the Transaction Documents (defined below) by and among the Parties dated August 23, 2023.

WHEREAS, the parties hereto are parties to the Senior Convertible Debenture and Securities Purchase Agreement, dated August 23, 2023 (the “Transaction Agreements”) and

WHEREAS, the Company decided not to proceed with the transactions contemplated in the Transaction Documents; and

WHEREAS, the parties hereto desire to terminate the Transaction Documents on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Termination. The parties hereby agree to terminate the Transaction Documents. Effective as of the date hereof (the “Termination Date”), the Transaction Documents shall terminate and be of no further force and effect. Notwithstanding any provision of the Transaction Documents to the contrary, neither party shall have any further obligations thereunder or with respect thereto, except as specifically set forth herein.

2. Return of subscription fees paid. The parties hereby agree that HKD [ ] pursuant to the Transaction Documents was paid to the Company, and shall be remitted back to [investor]’s original payment account within 15 business days after the execution of this Agreement.

2. Effect of Termination. Effective as of the Termination Date, neither [investor] nor the Company (or its affiliates or its directors, officers, employees, agents or other representatives) shall have any liability or obligation to each other under the Transaction Documents.

3. Releases. Effective as of the Termination Date, each of the parties hereto, on its own behalf and on behalf of its principals, agents, affiliates, successors, assigns, heirs, representatives, and attorneys, hereby irrevocably, fully and unconditionally releases and forever discharges the other party and each of its past or present directors, officers, employees, attorneys, principals, agents, affiliates, successors, assigns, heirs, representatives, and insurers, from and against any and all present and future claims, counterclaims, demands, actions, suits, causes of action, damages, controversies and liabilities, including, without limitation, any costs, expenses, bills, penalties or attorneys’ fees, whether known or unknown, contingent or absolute, foreseen or unforeseen, and whether in law, equity or otherwise, that could have been asserted in any court or forum and relating in any way to any conduct, occurrence, activity, expenditure, promise or negotiation arising from or relating to the Transaction Documents, including the performance thereof and further payment obligations of any kind in connection therewith.

4. Due Authorization. Each party hereto hereby represents and warrants that the signature to this Agreement has been duly authorized by all necessary corporate action on its part and that the officer executing this Agreement on its behalf has the authority to execute the same and to bind it to the terms and conditions of this Agreement.

5. Confidentiality. The parties acknowledge and agree that all parties to this Agreement will keep completely confidential the terms and conditions of this Agreement, and any financial, operational or confidential information not already public.

6. Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of this Agreement is not affected in any manner adverse to any party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.

7. Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement.

8. Governing Law; Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York applicable to contracts executed in and to be performed in that State. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in any New York federal court sitting in The City and County of New York. The parties hereto hereby (a) submit to the exclusive jurisdiction of any state or federal court sitting in the City and County of New York for the purpose of any action or proceeding arising out of or relating to this Agreement brought by any party hereto, and (b) irrevocably waive, and agree not to assert by way of motion, defense, or otherwise, in any such action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the action or proceeding is brought in an inconvenient forum, that the venue of the action or proceeding is improper, or that this Agreement may not be enforced in or by any of the above-named courts.

9. Amendment. This Agreement may be amended by the parties hereto in writing and signed by each of the parties.

10. Entire Agreement; Assignment. This Agreement constitutes the entire agreement among the parties with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the parties, or any of them, with respect to the subject matter hereof. This Agreement shall not be assigned by either party (whether pursuant to a merger, by operation of law or otherwise).

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their respective officers thereunto duly authorized, all as of the date first written above.

[Investor]

Name:

[Investor’s representative]

Wetrade Group Inc.

Name:	Hechun Wei
Title:	CEO

[signature page to the Termination Agreement dated September 13, 2023]

Cover	Sep. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 13, 2023
Entity File Number	001-41450
Entity Registrant Name	WeTrade Group Inc.
Entity Central Index Key	0001784970
Entity Tax Identification Number	00-0000000
Entity Incorporation, State or Country Code	WY
Entity Address, Address Line One	Room 101, Level 1 Building 8
Entity Address, Address Line Two	No. 18, Kechuang 10th Street
Entity Address, City or Town	Beijing Economic and Technological Development Zone
Entity Address, Country	CN
Entity Address, Postal Zip Code	100020
City Area Code	86
Local Phone Number	135-011-76409
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	WETG
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false