Item 1.01 Entry into a Material Definitive Agreement
On November 18, 2021, Wave Sync Corp. (the "Company") entered into a Share
Purchase/Exchange Agreement (the "Agreement") with Center Florence Holding LLC
(the "Parent") and Center Florence, Inc. ("CFI"), a wholly-owned subsidiary of
the Parent. Under the Agreement, Parent will sell and transfer one hundred
percent (100%) of its shares in CFI 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 CFI.
The Company will enter into commercial and industrial real estate business
through its newly acquired subsidiary CFI, 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 Agreement, the Parent shall not offer, sell,
pledge or otherwise dispose of any of the Exchange Shares until one-year
anniversary from the date of this Agreement. The parties to this Agreement shall
close the transaction contemplated therein on December 1, 2021 or another date
as mutually agreed by all of the parties thereto.
The foregoing summary description of the Agreement is subject to and qualified
in its entirety by full text of the Agreement, which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibit
Number Description
10.1 Share Purchase/Exchange Agreement dated November 18, 2021 by and among
Wave Sync Corp., Center Florence Holding LLC and Center Florence, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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