UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2024
Commission File No.: 001-41587
MultiMetaVerse Holdings Limited
Room 7033, 7/F, Tower B, No. 785 Hutai Road,
Jingan District
Shanghai, China, 200065
(Address of Principal Executive Offices.)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
On December 1, 2024, MultiMetaVerse Holdings Limited
(the “Company” or “MMV”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”)
with certain parties named therein (the “Transferors”) to acquire Bowong AI Limited, a Cayman Islands company (“Bowong
Cayman”). After a series of restructuring transactions, Bowong Cayman is expected to indirectly hold 100% equity interests in Bowong
Technology (Shenzhen) Co., Ltd. (“Bowong Technology”), a company equipped with cutting-edge technologies that is vertically
integrated in the AI e-commerce sector. Upon completion of the transaction, MMV will issue an aggregate of 37,000,000 Class A ordinary
shares to the Transferors, and Bowong Cayman will become MMV’s wholly-owned subsidiary, and Bowong Technology and all the subsidiaries
and affiliates controlled by it will become MMV’s consolidated subsidiaries and affiliates. The transaction is subject to the completion
of the requisite corporate and other approvals and customary closing conditions. There can be no assurance that the transaction will be
consummated in a timely manner, or at all.
A copy of the Share Exchange Agreement is attached
hereto as Exhibit 10.1, and is incorporated by reference. The foregoing summary of the terms of the Share Purchase Agreement is subject
to, and qualified in its entirety, by such document.
MMV has issued a press release in connection with
the Share Exchange Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
Financial Statements and 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, thereunto
duly authorized.
Dated: December 2, 2024
| MULTIMETAVERSE HOLDINGS LIMITED |
|
| |
|
| By: |
/s/ Yiran Xu |
|
| Name: |
Yiran Xu |
|
| Title: |
Chief Executive Officer |
|
2
Exhibit 10.1
Dated the 1st day of December, 2024
SHARE EXCHANGE AGREEMENT
in respect of 100% of the issued share capital
of
Bowong AI Limited
THIS AGREEMENT is made and entered into
by and among the following parties on the 1st day of December, 2024:
| a. | MultiMetaVerse Holdings Limited, a company incorporated and validly existing under the laws of
the British Virgin Islands (the “Purchaser”). |
| a. | Yingbo LIU, a PRC citizen with ID Card number of 152326198108290013. |
| b. | Jianing LI, a PRC citizen with ID Card number of 231004198206221227. |
| c. | Jianhua WU, a PRC citizen with ID Card number of 372525196410013048. |
| d. | Jizhen YIN, a PRC citizen with ID Card number of 370902198504162436. |
| e. | Caihong XU, a PRC citizen with ID Card number of 331023198304016625. |
| f. | Yunwen Holding Limited, a company incorporated and validly existing under the laws of the British
Virgin Islands. |
| g. | LJN (BVI) Limited, a company incorporated and validly existing under the laws of the British Virgin
Islands. |
| h. | WJH (BVI) Limited, a company incorporated and validly existing under the laws of the British Virgin
Islands. |
| i. | YJZ (BVI) Limited, a company incorporated and validly existing under the laws of the British Virgin
Islands. |
| j. | A company incorporated and validly existing under the laws of the British Virgin Islands and controlled
by Caihong Xu (the “Series A Investor” and, together with Yunwen Holding Limited, LJN (BVI) Limited, WJH (BVI) Limited
and YJZ (BVI) Limited, the “Transferors,” and each, a “Transferor”). |
| a. | Bowong AI Limited, a company incorporated and validly existing under the laws of the Cayman Islands
(the “Target Company”). |
WHEREAS, the Group Companies are in the
process of conducting a series of restructuring transactions (the “Restructuring”), and upon the completion of the
Restructuring, (i) the Target Company will incorporate a wholly owned subsidiary in Hong Kong (“Bowong HK”); (ii) Bowong
HK will incorporate a wholly owned subsidiary in the PRC (the “WFOE”); and (iii) the WFOE will hold 100% equity interests
in Bowong Technology (Shenzhen) Co., Ltd., a company incorporated and validly existing under the laws of the PRC, focusing on delivering
comprehensive AI technologies and services for sellers on both emerging social e-commerce platforms and traditional e-commerce platforms
(“Bowong Technology”).
WHEREAS, upon the completion of the Restructuring,
the Transferors will jointly hold 100% equity interests in the Target Company (the “Target Shares”).
WHEREAS, the Purchaser has agreed to purchase,
and each of the Transferors has agreed to sell, 100% of the issued and outstanding share capital of the Target Company upon the terms
and conditions set out in this Agreement.
NOW, IT IS HEREBY AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
| 1.1 | In this Agreement (including the Recitals), the following expressions shall, unless the context otherwise
requires, have the following meanings: |
| “Agreement” |
this share exchange agreement (including its Recitals), as may be amended or supplemented from time to time; |
| |
|
| “business day” |
a day (other than Saturday) on which banks are open in Hong Kong for general banking business; |
| |
|
| “Completion” |
completion of the purchase and sale of the Target Shares pursuant to Clause 5; |
| |
|
| “Completion Date” |
three (3) business days following the date on which all the Conditions Precedent are fulfilled or waived (as the case may be); |
| |
|
| “Conditions Precedent” |
the conditions precedent set out in Clause 4; |
| |
|
| “Consideration Shares” |
has the meaning ascribed to it in Clause 3.1; |
| |
|
| “Encumbrance” |
any option, right to acquire, right of pre-emption, mortgage, charge, pledge, lien, hypothecation, title retention, right of set off, counterclaim, trust arrangement or other security or any equity or restriction; |
| |
|
| “Group Companies” |
means, collectively, the Target Company, Bowong HK, the WFOE and Bowong Technology; |
| |
|
| “HKIAC” |
Hong Kong International Arbitration Centre; |
| |
|
| “Hong Kong” |
the Hong Kong Special Administrative Region of the People’s Republic of China; |
| |
|
| “Long Stop Date” |
31st day of March 2025 or such later date as may be agreed between the Purchaser and the Transferors; |
| |
|
| “MMV Shares” |
Class A ordinary shares of MultiMetaVerse Holdings Limited with no par value (or of such other securities as shall result from a subdivision, consolidation, re-classification or re-construction of such shares from time to time); |
| |
|
| “Parties” |
parties to this Agreement and a “Party” means any one of them; |
| |
|
| “Purchaser Warranties” |
the representations, warranties and undertakings made by the Purchaser and contained in Clause 6 and Schedule III; |
| |
|
| “Target Company” |
Bowong AI Limited, a company incorporated and validly existing under the laws of the Cayman Islands; |
| |
|
| “Transferors Warranties” |
the representations, warranties and undertakings made by the Transferors and contained in Clause 6 and Schedule II; |
| |
|
| “Warranties” |
the Transferors Warranties and the Purchaser Warranties; and |
| |
|
| “%” |
per cent. |
| (a) | references to costs, charges, remuneration or expenses shall include any value added tax, turnover tax or similar tax charged in respect
thereof; |
| (b) | references to any action, remedy or method of judicial proceedings for the enforcement of rights of creditors shall include, in respect
of any jurisdiction other than Hong Kong, references to such action, remedy or method of judicial proceedings for the enforcement of rights
of creditors available or appropriate in such jurisdiction as shall most nearly approximate thereto; |
| (c) | words denoting the singular number only shall include the plural number also and vice versa; |
| (d) | words denoting one gender only shall include the other genders and the neuter and vice versa; |
| (e) | words denoting persons only shall include firms and corporations and vice versa; |
| (f) | references to any provision of any statute shall be deemed also to refer to any modification or re-enactment thereof or any instrument,
order or regulation made thereunder or under such modification or re-enactment; and |
| (g) | references to any document in the agreed form is to such document which has been initialed by the parties for identification. |
| 1.3 | Headings shall be ignored in construing this Agreement. |
| 1.4 | The Recital and the Schedules are part of this Agreement and shall have effect accordingly. |
| 2. | PURCHASE AND SALE OF target SHAREs |
| 2.1 | Subject to the terms and conditions of this Agreement, each of the Transferors, severally but not jointly,
shall sell and transfer to the Purchaser, and the Purchaser shall purchase and acquire from such Transferor, such number of Target Shares
as set out opposite such Transferor’s name in Schedule I hereto, free from all Encumbrances and third party rights of any kind and
together with all rights now or hereafter attaching thereto. |
| 2.2 | Upon the Completion, the Purchaser shall legally own 100% of the issued and outstanding shares of the
Target Company and the corresponding shareholder’s rights, and assume the corresponding obligations. |
| 3.1 | As consideration for the purchase of the Target Shares, the Purchaser shall issue and allot to each of
the Transferors such number of MMV Shares as set out opposite such Transferor’s name in Schedule I hereto (the “Consideration
Shares”). |
| 3.2 | Each Party hereby confirms, acknowledges and agrees that the issuance and allotment of the Consideration
Shares by the Purchaser to the Transferors shall be deemed to be received by the Transferors the consideration of sale and transfer of
the Target Shares in full, and shall constitute a full and complete discharge of the Purchaser’s obligation to pay any consideration
with respect to its purchase and acquisition of the Target Shares. |
| 4.1 | The Completion shall be conditional upon the fulfillment of the following conditions precedent: |
| (a) | all Transferors Warranties being true, accurate and not misleading at all material aspects at all times between the date hereof and
the Completion Date (as though they had been made on such dates by reference to the facts and circumstances then subsisting); |
| (b) | there having been no material adverse change, or any development likely to involve a prospective material adverse change, in the condition
(financial, operational or otherwise) or in the earnings, business affairs or business prospects, assets or liabilities of each of the
Group Companies, whether or not arising in the ordinary course of business since the date of this Agreement; |
| (c) | all loans or amounts due by the Group Companies to their respective shareholders, directors or any other third party creditors having
been fully waived or settled, save for the liabilities incurred in the ordinary course of business after the date of this Agreement and
before the Completion; |
the Parties having conducted the due diligence exercise (legal
and financial) on the Group Companies and the Purchaser being satisfied with the results thereof; and
| (d) | all necessary consents, approvals, permits and/or authorizations in respect of the transactions contemplated under this Agreement
having been obtained. |
| 4.2 | All Conditions Precedent may be waived by the Parties by written consent. |
| 4.3 | Each Party undertakes to the other Party to use its best endeavors to ensure that the Conditions Precedent
in Clause 4.1 are fulfilled as early as practicable and in any event not later than the Long Stop Date. |
| 4.4 | Each Party undertakes to provide all reasonable assistance to the other Party to fulfill the Conditions
Precedent in Clause 4.1 in accordance with Clause 4.3. |
| 4.5 | If the Conditions Precedent have not been fulfilled or waived (as the case may be) on or before the Long
Stop Date, this Agreement will lapse and become null and void and the Parties will be released from all obligations hereunder, save for
liabilities for any antecedent breaches hereof. |
| 5.1 | The Completion shall take place via remote exchange of documents and signatures as set out in Clause 5.2
and Clause 5.3 on the Completion Date (or at such other place, on such other time and/or day as the Parties may agree). |
| 5.2 | At the Completion, each of the Transferors shall: |
| (a) | deliver or cause to be delivered to the Purchaser and/or its nominee: |
| (i) | evidence reasonably satisfactory to the Purchaser that the Conditions Precedent in Clause 4.1 (which are
applicable to the Transferors) of this Agreement have been fulfilled; |
| (ii) | the instrument(s) of transfer in respect of the Target Shares duly executed by each of the Transferors
as registered holder thereof in favor of the Purchaser together with the related share certificate(s); |
| (iii) | (1) all statutory records and minute books (which shall be duly written up to date as at the Completion)
and accounting records including an original copy of the memorandum and articles of association or other equivalent constitutional documents,
certificate of incorporation and business registration certificates, business license, governmental approval letters and certificates
(if any), common seal, authorized chops, share certificate books and other statutory records of the Target Company; |
(2) all tax returns and assessments
of the Target Company (if applicable) (receipted where the due dates for payment fell on or before the Completion Date);
(3) copies of all correspondence, if
any, with its lawyers, accountants, tax or revenue departments, all other documents and correspondence, if any, relating to the business
affairs of the company;
provided that the above shall be deemed
to have been delivered if they are located at the registered office or principal place of business of the Target Company;
| (iv) | such other documents as may be reasonably required by the Purchaser to, among other things, give good
title to the Target Shares free from all Encumbrances and third party rights of any kind and to enable the Purchaser to become the registered
holder thereof; and |
| (v) | a copy of the resolutions of the directors of the Target Company approving the matters set out in Clause
5.2(b); |
| (b) | procure that the following businesses shall be approved in the directors’ resolution of the Target Company: |
| (i) | the directors of the Target Company shall approve the transfer of the Target Shares and that the Purchaser
shall be duly registered as the holder of the Target Shares in the register of members of the Target Company; |
| (ii) | the directors of the Target Company shall resolve that the share certificate(s) in respect of the Target
Shares be duly issued and delivered to the Purchaser and/or its nominee; and |
| (iii) | the directors of the Target Company shall approve each of the directors to do all such acts and things
and to sign any documents reasonably required to give effect to the transaction as contemplated under this Agreement. |
| 5.3 | At the Completion, against compliance with the provisions of Clause 5.2, the Purchaser shall deliver or
cause to be delivered to the Transferors: |
| (a) | a copy of the resolutions passed by the board of directors of the Purchaser approving the execution and performance of this Agreement; |
| (b) | evidence reasonably satisfactory to the Transferors that the Conditions Precedent in Clause 4.1 (which are applicable to the purchaser)
of this Agreement have been fulfilled; |
| (c) | the instrument(s) of transfer in respect of the Consideration Shares duly executed by the Purchaser; |
| (d) | a copy of the board resolutions of the Purchaser approving the allotment and issuance of the Consideration Shares; and |
| (e) | the share certificate(s) and other documents as may be reasonably required to give good title to the Consideration Shares free from
all Encumbrances and third party rights of any kind and to enable the Transferors to become the registered holders thereof. |
| 6. | REPRESENTATIONS AND WARRANTIES |
| 6.1 | The Purchaser hereby represents, warrants and undertakes to the Transferors in the terms set out in this Clause 6 and Schedule III. |
| 6.2 | Each of the Transferors hereby represents, warrants and undertakes to the Purchaser in the terms set out in this Clause 6 and Schedule
II. |
| 6.3 | The Purchaser shall be deemed to have given all the Purchaser Warranties on the basis that such Purchaser Warranties will at all times
from the date of this Agreement up to and including the Completion Date be true, complete and accurate in all respects and such Purchaser
Warranties shall have effect as if given at the Completion as well as the date of this Agreement. |
| 6.4 | Each of the Transferors shall be deemed to have given all the Transferors Warranties on the basis that such Transferors Warranties
will at all times from the date of this Agreement up to and including the Completion Date be true, complete and accurate in all respects
and such Transferors Warranties shall have effect as if given at the Completion as well as the date of this Agreement. |
| 6.5 | Each of the Transferors agrees and acknowledges that the Purchaser is entering into this Agreement in reliance on the Transferors
Warranties. |
| 6.6 | The Purchaser agrees and acknowledges that each of the Transferors is entering into this Agreement in reliance on the Purchaser Warranties. |
| 6.7 | None of the Warranties shall be limited or restricted by reference to or inference from the terms of any other Warranties or any other
term of this Agreement. |
| 6.8 | If any Party fails to perform any of its obligations in any material respect (including its obligation at the Completion) under this
Agreement or breaches any of the terms or Warranties set out in this Agreement in any material respect prior to the Completion, then without
prejudice to all and any other rights and remedies available at any time to a non-defaulting Party (including but not limited to the right
to damages for any loss suffered by that Party), any non-defaulting Party may by notice either require the defaulting Party to perform
such obligations or, insofar as the same is practicable, remedy such breach or to the extent it relates to the failure of the defaulting
Party to perform any of its obligations on or prior to the Completion in any material respect, treat the defaulting Party as having repudiated
this Agreement and rescind the same. The rights conferred upon the respective Parties by the provisions of this Clause 6 are additional
to and do not prejudice any other rights the respective Parties may have. Failure to exercise any of the rights herein conferred shall
not constitute a waiver of any such rights. |
| 6.9 | Each of the Transferors undertakes to indemnify and keep fully indemnified the Purchaser and each of its affiliates and each of its
and their respective members, directors, officers, employees, shareholders, agents, successors and permitted assignees (each of the foregoing,
an “Indemnified Party”) against, and hold each of them harmless immediately upon demand in respect of, any and all
damage, loss and expense (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses in connection
with any action, suit or proceeding whether involving a third party claim or a claim solely between the Parties hereto) actually suffered
by any Indemnified Party as a result of or in connection with (a) any inaccuracy of any of the Transferors Warranties; or (b) any breach
of the Transferors Warranties by any of the Transferors. |
| 7.1 | Each of Yunwen Holding Limited, LJN (BVI) Limited and Series A Investor agrees with the Purchaser, during the period beginning from
the Completion Date and continuing to and including the date 365 days after the Completion Date, not to (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase,
lend, or otherwise transfer or dispose of, directly or indirectly, any Consideration Shares, or (ii) enter into any swap or other agreement
that transfers, in whole or in part, any of the economic consequences of ownership of Consideration Shares. |
| 8.1 | Each Party undertakes to the other Party to execute or procure to be executed all such documents and to do or procure to be done all
such other acts and things as may be reasonable and necessary to give all Parties the full benefit of this Agreement. |
| 9.1 | This Agreement may be terminated at any time prior to the Completion by mutual written consent of the
Parties. |
| 9.2 | If this Agreement is terminated pursuant to this Clause 8.1, this Agreement will be of no further force
or effect to the Parties (except the Clause 6.9), and the Parties hereto shall refund the considerations received from the other Parties
hereunder based on the principles of fairness, reasonableness, honesty and credibility, and use the best efforts to restore to the status
when this Agreement is executed; provided that, such terminating Party shall not be relieved from any liability for any antecedent breach
of this Agreement or any misrepresentation hereunder, nor shall such termination be deemed to constitute a waiver of any available remedy
(including specific performance if available) for any such breach or misrepresentation. |
| 10. | Restrictions on communication and announcements |
| 10.1 | Each of the Parties undertakes to the other Party that it shall not at any time after the date of this
Agreement divulge or communicate to any person other than to its professional advisers, or when required by law or any rule of any relevant
stock exchange body, or to its respective officers or employees whose province it is to know the same any confidential information concerning
the business, accounts, finance or contractual arrangements or other dealings, transactions or affairs of the other which may be within
or may come to its knowledge in connection with the transactions contemplated by this Agreement and it shall use its best endeavors to
prevent the publication or disclosure of any such confidential information concerning such matters. This restriction shall not apply to
information or knowledge which is or which properly comes into the public domain, through no fault of any of the Parties or to information
or knowledge which is already known to any of the Parties at the time of its receipt. |
| 10.2 | Each of the Parties undertakes that it shall not at any time (save as required by law or any rule of any
relevant stock exchange or regulatory body) make any announcement in connection with this Agreement unless the other Party shall have
given its consent to such announcement (which consent may not be unreasonably withheld or delayed and may be given either generally or
in a specific case or cases and may be subject to conditions). If any Party is required by law or any rule of any relevant stock exchange
or regulatory body to make any announcement in connection with this Agreement, the other Party agrees to supply all relevant information
relating to itself that is within its knowledge or in its possession as may be reasonably necessary or as may be required by any exchange
and regulatory body to be included in the announcement. |
| 11.1 | If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any
respect in any jurisdiction, the legality, validity and enforceability in other jurisdictions or of the remaining provisions of this Agreement
shall not be affected or impaired thereby. |
| 12.1 | Each Party shall bear its own costs of and incidental to the preparation, negotiation and settlement of
this Agreement and the transactions contemplated hereunder (including, without limitation, legal fees and expenses, and capital fees or
stamp duty (if any) relating to this Agreement). |
| 13.1 | No Party shall assign any of its rights or obligations under this Agreement without the written consent
of the other Party. |
| 14. | CONTINUING EFFECT OF AGREEMENT |
| 14.1 | Any provision of this Agreement which is capable of being performed after the Completion but which has
not been performed at or before the Completion shall remain in full force and effect notwithstanding the Completion. |
| 15.1 | This Agreement supersedes all and any previous agreements, arrangements or understanding between the Parties
relating to the matters referred to in this Agreement and all such previous agreements, understanding or arrangements (if any) shall cease
and determine with effect from the date hereof and neither Party shall have any claim in connection therewith. |
| 15.2 | This Agreement constitutes the entire agreement between the Parties with respect to its subject matter
(no Party having relied on any representation or warranty made by the other Party which is not contained in this Agreement). No variation
of this Agreement shall be effective unless made in writing and signed by all Parties. |
| 15.3 | Time shall be of the essence of this Agreement but no failure by any Party to exercise, and no delay on
its part in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right under
this Agreement preclude any other or further exercise of it or the exercise of any right or prejudice or affect any right against the
other. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law. |
| 15.4 | No delay or failure by a Party to exercise or enforce (in whole or in part) any right provided by this
Agreement or by law shall operate as a release or waiver, or in any way limit that Party’s ability to further exercise or enforce
that, or any other, right. A waiver of any breach of any provision of this Agreement shall not be effective, or implied, unless that waiver
is in writing and is signed by the Party against whom that waiver is claimed. In the event of a default by either Party in the performance
of its obligations under this Agreement, the non-defaulting Party shall have the right to obtain specific performance of the defaulting
Party’s obligations. Such remedy shall be in addition to any other remedies provided under this Agreement or at law. |
| 16.1 | All notices, requests, claims, demands and other communications hereunder shall be in writing and shall
be given (and shall be deemed to have been duly given upon receipt) by delivery in person, by facsimile, by electronic mail, or by international
overnight courier to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in
a notice given in accordance with this Clause 14.1. |
If to the Purchaser:
| |
Address: |
Room 7033, 7/F, Tower B, No. 785 Hutai Road, Jingan
District
Shanghai, China, 200065 |
| |
Attention: |
Yiran Xu |
| |
E-mail: |
alex.xu@7doc.cn |
If to the Transferors:
| |
Address: |
Building A, No. 99 Xinhu Road, Bao’an District, Shenzhen |
| |
Attention: |
Connie Wu |
| |
E-mail: |
18124586457@189.cn |
| 17.1 | This Agreement may be executed in any number of counterparts, and this has the same effect as if the execution on the counterparts
were on a single copy of this Agreement. |
| 18.1 | This Agreement shall be governed by and construed in accordance with the laws of Hong Kong. |
| 18.2 | All claims or disputes arising out of or in connection with this Agreement, including any dispute as to
its existence, validity, termination, or enforceability thereof, and any dispute relating to any non-contractual obligations arising out
of or in connection with it (for the purpose of this Clause, a “Dispute”) shall be notified in writing to the other
Party. The notification must set out brief details of the nature of the Dispute. In case of a Dispute, the Parties shall use all their
reasonable efforts to reach an amicable settlement within thirty (30) days following the above-mentioned notification. If the Parties
fail to reach such an amicable settlement within the said thirty-day period, any Party to that Dispute may refer the dispute to arbitration
administered by the HKIAC in accordance with the HKIAC Administered Arbitration Rules in force at that time. The seat of arbitration shall
be in Hong Kong. The Parties to the arbitration shall jointly appoint a single arbitrator and the award rendered by that arbitrator shall
be final and binding on them. If the Parties are unable to agree to the appointment of the arbitrator, then any Party to the Dispute may
refer the matter to the HKIAC for nomination of an arbitrator for such purpose. Judgment upon the arbitration award may be rendered in
any court of competent jurisdiction or application may be made to such court for a judicial acceptance of the award and an order of enforcement,
as the case may be. |
[Remainder of this page intentionally left blank;
signature page to follow]
IN WITNESS Whereof, the Parties hereto
have executed this Agreement or caused this Agreement to be executed by their respective duly authorized representatives as of the date
first above written.
Purchaser:
| MultiMetaVerse Holdings Limited |
|
| |
|
|
| By: |
/s/ Yiran Xu |
|
| Name: |
Yiran Xu |
|
| Title: |
CEO |
|
Transferors:
| Yunwen Holding Limited |
|
| |
|
|
| By: |
/s/ Yingbo Liu |
|
| Name: |
Yingbo Liu |
|
| Title: |
Director |
|
| LJN (BVI) Limited |
|
| |
|
|
| By: |
/s/ Jianing Li |
|
| Name: |
Jianing Li |
|
| Title: |
Director |
|
| WJH (BVI) Limited |
|
| |
|
|
| By: |
/s/ Jianhua Wu |
|
| Name: |
Jianhua Wu |
|
| Title: |
Director |
|
| YJZ (BVI) Limited |
|
| |
|
|
| By: |
/s/ Zhenji Yin |
|
| Name: |
Zhenji Yin |
|
| Title: |
Director |
|
| Series A Investor |
|
| |
|
|
| By: |
/s/ Caihong Xu |
|
| Name: |
Caihong XU |
|
| Title: |
Director |
|
SCHEDULE
I
Target
SHARES AND CONSIDERATION SHARES
| TRANSFEROR |
|
TARGET SHARES |
|
CONSIDERATION SHARES |
| Yunwen Holding Limited |
|
6,750 |
|
22,477,500 |
| LJN (BVI) Limited |
|
1,500 |
|
4,995,000 |
| WJH (BVI) Limited |
|
875 |
|
2,913,750 |
| YJZ (BVI) Limited |
|
875 |
|
2,913,750 |
| Series A Investor |
|
1,111 |
|
3,700,000 |
| Total |
|
11,111 |
|
37,000,000 |
SCHEDULE
II
TRANSFERORS WARRANTIES
Each of the Transferors hereby represents and warrants to the Purchaser
as follows:
| 1. | Each of the Transferors has the legal, full and effective ownership and right to the Target Shares, free and clear of any Encumbrances,
including, without limitation, any pledge, mortgage, lien, charge, claim, option or restriction. There are no options, restricted shares,
profits interests, warrants, conversion privileges, agreements or rights of any kind with respect to the issuance or purchase of, or valued
by reference to, in whole or in part, of the shares of the Target Company. |
| 2. | Each of the Transferors has the full right, power and authority to enter into and perform its obligations under this Agreement. All
corporate action on the part of the Transferors, its officers, directors and shareholders necessary for (i) the authorization, execution
and delivery of, and the performance of all obligations of the Transferors under this Agreement and (ii) the transfer of the Target Shares
by the Transferors have been taken. This Agreement is a valid and binding obligation of the Transferors enforceable in accordance with
its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting
creditors’ rights generally and to general equitable principles. |
| 3. | Each of the Transferors and the Group Companies is a corporation duly organized, validly existing and in good standing under the applicable
laws and has all requisite corporate power and authority to perform its obligations hereunder and under any agreement contemplated hereunder
to which it is a party. Each of the Transferors has all power, authority and qualification to hold MMV Shares according to the applicable
laws. |
| 4. | Each of the Group Companies has obtained all licenses, permissions, certificates, registrations, authorizations (public or private)
and consents(together, “Approvals”) required for carrying on its businesses effectively, and own and operate its assets
and properties in the places and in the manner in which they are carried on at the date of this Agreement and in accordance with all applicable
laws in each case in all material respects. These Approvals are in full force and effect, are not subject to any materially unusual or
onerous conditions, have been complied with in all material respects. There are no circumstances which indicate that any Approval will
or is likely to be in default, revoked or not renewed, in whole or in part, in the ordinary course of events. |
| 5. | No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, relevant
governmental authority or other third party on the part of the Transferors or the Group Companies is required in connection with the execution,
delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, other than those already secured
or effected or will be secured or effected prior to the Completion, or those already disclosed to or known by the Purchaser. |
| 6. | To the best of the knowledge and belief of each of the Transferors and the Group Companies, no event has occurred and no circumstance
exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by any of the Group Companies of any
applicable laws and regulations in any material respect, or (b) may give rise to any obligation on the part of any of the Group Companies
to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. |
| 7. | All contracts to which any of the Group Companies is a party are valid, binding and enforceable obligations of the parties thereto
and the terms thereof have been complied with in all material respects by such Group Companies, and by each other party to such contracts,
and there are no grounds for rescission, avoidance or repudiation of any of such contracts and no notice of termination has been received
in respect of any of them. The entering into this Agreement will not result in a material breach of, or give any third party a right to
terminate or vary or result in any third party rights under any contract to which any of the Group Companies is a party. |
| 8. | Each of the Group Companies owns or leases all properties and assets necessary to conduct its business, and has good and marketable
title to all its properties and assets, not being subject to any pledge, mortgage, lien, charge, claim or restriction. With respect to
leased properties and assets, each of the Group Companies is in compliance with all applicable leases. All properties and assets of the
Group Companies are in a good state of repair and in good working condition other than any normal wear and tear. None of the assets of
the Group Companies is a state-owned asset. |
| 9. | None of the Group Companies has received any claim, any cease and desist or equivalent letter or any other notice of any allegation
that any of the intellectual property rights material to its business infringes upon, misappropriates or otherwise violates the intellectual
property rights of any third parties. No third party has disputed the right of the Group Companies to use the intellectual property rights
that the Group Companies have been and are still using and there are no circumstances likely to give rise to a dispute. |
| 10. | All registrations, returns, compilations, notices and information which are or have been required to be made or given by the Group
Companies for any tax purpose (“Tax Returns”) (i) have been made or given within the requisite periods and on a proper
basis and are up to date and correct and (ii) none of them is the subject of any examination, investigation or dispute with any tax authority,
and all such Tax Returns are accurate, complete and correct in all material respects, and each of the Group Companies has timely paid
all taxes due, and withheld and remitted to the appropriate governmental authority all taxes which it is obligated to withhold and remit
from amounts owing to any creditor, customer or third party. None of the Group Companies is responsible for the taxes of any other person
by reason of contract, successor liability or otherwise. As of the date hereof there are no audits, examinations, requests for information
or other administrative proceedings pending or threatened in writing with respect to the Group Companies. |
| 11. | None of the Group Companies is involved whether as claimant or defendant or other party in any action. There are no investigations,
disciplinary proceedings or other circumstances likely to lead to any action. There is no circumstance, event, act or omission which has
given rise or might give rise to an assertion that any of the Group Companies has not complied with (or is in breach or default under)
(a) any contractual obligations or agreements(including, without limitation, in respect of any funding arrangements), or (b) legislation,
regulation, code of conduct or other requirement. |
| 12. | Each of the Group Companies has complied in all material aspects with the legal requirements and obligations under the applicable
laws regarding employees, employee benefits and labor matters (including and without limitation, termination and non-competition terms
and employment of foreign employees) for all employees of the Group Companies. |
| 13. | As of the date hereof, each of the Transferors has provided the Purchaser with all the information that the Purchaser has reasonably
requested or material information the Purchaser (in the reasonable opinion of the Transferors) should be aware of for the decision of
this acquisition hereunder. |
| 14. | Status and Investment Intent. |
| (i) | Experience. Each of the Transferors has sufficient knowledge and experience in financial and business matters so as to be capable
of evaluating the merits and risks of its investment in the Consideration Shares. Each of the Transferors is capable of bearing the economic
risks of such investment, including a complete loss of its investment. |
| (ii) | Purchase Entirely for Own Account. Each of the Transferors is acquiring the Consideration Shares for its own account for investment
purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. Each of the Transferors
does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution
of the Consideration Shares in violation of the United States Securities Act of 1933, as amended, or any other applicable state securities
law. |
| (iii) | Solicitation. Each of the Transferors (x) was not identified or contacted through the marketing of the transactions contemplated
hereunder and (y) did not contact the Purchaser as a result of any general solicitation. |
| (iv) | Information. Each of the Transferors has consulted to the extent deemed appropriate by it with its own advisers as to the financial,
tax, legal and related matters concerning an investment in the Consideration Shares. |
| (v) | Not U.S. Person. Each of the Transferors is not a “U.S. person” as defined in Rule 902 of Regulation S promulgated
by the United States Securities and Exchange Commission (“Regulation S”). At the time the transfer was originated,
the undersigned was outside the United States. |
| (vi) | Offshore Transaction. Each of the Transferors has been advised and acknowledges that in issuing the Consideration Shares to
it pursuant hereto, the Purchaser is relying upon the exemption from registration provided by Regulation S. Each of the Transferors is
acquiring the Consideration Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation
S. |
| (vii) | Each of the Transferors understands that a restrictive legend similar to below shall be placed on the certificates evidencing the
Shares and appropriate notations thereof will be made on the Company’s stock transfer books. |
THE SHARES REPRESENTED HEREBY HAVE
NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED, OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR COMPLIANCE WITH REGULATION S, OR RULE 144 PROMULGATED UNDER SUCH
ACT, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL, SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT SUCH REGISTRATION IS
NOT REQUIRED.
SCHEDULE
III
PURCHASER WARRANTIES
| 1. | The Purchaser has the full right, power and authority to enter into this Agreement and assume all of its obligations hereunder. All
corporate action on the part of the Purchaser necessary for the authorization, execution and delivery of, and the performance of all obligations
of the Purchaser under this Agreement, have been taken. |
| 2. | The Purchaser is a company duly incorporated and validly existing under the laws of the British Virgin Islands. |
| 3. | This Agreement constitutes valid and legally binding obligations on the part of the Purchaser enforceable in accordance with its terms,
subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’
rights generally and to general equitable principles. |
| 4. | All the Consideration Shares to be issued and allotted by the Purchaser to the Transferors will be duly authorized, validly issued
and fully paid up and none of such shares will be issued in violation of the memorandum and articles of association of the Purchaser or
the terms of any agreement or laws and regulations by which the Purchaser or its shareholders were or are bound, if any. |
15
Exhibit 99.1
MultiMetaVerse Holdings Limited Announces Signing
of Definitive Agreement to
Acquire Bowong Technology
SHANGHAI, December 2, 2024 – MultiMetaVerse
Holdings Limited (NASDAQ: MMV) (“MMV” or the “Company”), a leading animation and entertainment company for young
consumers in China, today announced that it has signed a definitive share exchange agreement (the “Share Exchange Agreement”)
with the shareholders (the “Transferors”) of Bowong AI Limited (“Bowong Cayman”), which, after a series of restructuring
transactions, is expected to indirectly hold 100% equity interests in Bowong Technology (Shenzhen) Co., Ltd. (“Bowong Technology”).
Bowong Technology is a company equipped with cutting-edge technologies that is vertically integrated in the AI e-commerce sector. It focuses
on delivering comprehensive AI technologies and services for sellers on both emerging social e-commerce platforms and traditional e-commerce
platforms.
The Share Exchange Agreement supersedes a non-binding
term sheet between the Company and Bowong Technology, which was announced on October 2, 2024. Pursuant to the Share Exchange Agreement,
each of the Transferors agrees to sell and transfer to the Company all of the shares of Bowong Cayman he beneficially owns, and in exchange
and as consideration therefor, the Company agrees to issue and allot an aggregate of 37,000,000 Class A ordinary shares to such Transferors.
Upon completion of the foregoing, Bowong Cayman will become a wholly-owned subsidiary of the Company, and Bowong Technology and all the
subsidiaries and affiliates controlled by it will become consolidated subsidiaries and affiliates of the Company.
The transaction is subject to the completion of
the requisite corporate and other approvals and customary closing conditions. There can be no assurance that the transaction will be consummated
in a timely manner, or at all.
About MultiMetaVerse Holdings Limited
MultiMetaVerse Holdings Limited (NASDAQ: MMV)
is an animation and entertainment company dedicated to providing a high-quality, immersive entertainment experience through original,
user-generated, and professional user-generated content. MMV commenced animation production in 2015 under its signature Aotu World brand,
which has attracted a broad following with its inspiring storyline and unique graphic style, particularly among younger audiences in China.
By leveraging the company’s established user base, MMV has built a diverse product portfolio, including animated content, comic
books, short videos, collectibles, stationery, consumer products, and mobile games across the Aotu World brand. It has also developed
and augmented new brands, stories, and characters, such as Neko Album.
Safe Harbor Statements
This press release contains forward-looking statements
which generally are identified by the words “believe,” “project,” “expect,” “anticipate,”
“estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,”
“may,” “should,” “will,” “would,” “will be,” “will continue,”
“will likely result,” and similar expressions. Without limiting the generality of the foregoing, the forward-looking statements
in this press release include descriptions of the Company’s future commercial operations. Forward-looking statements are predictions,
projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this press release, such as the Company’s inability to implement its business plans, identify and realize additional opportunities,
or meet or exceed its financial projections and changes in the regulatory or competitive environment in which the Company operates. You
should carefully consider the foregoing factors and the other risks and uncertainties described in the Company’s Annual Report on
Form 20-F and other documents filed or to be filed by the Company with the SEC from time to time, which could cause actual events and
results to differ materially from those contained in the forward-looking statements. All information provided herein is as of the date
of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable
law.
For more information, please visit https://www.multi-metaverse.com/.
For investor and media inquiries, please contact:
MultiMetaVerse Holdings Limited
Investor Relations
E-mail: ir@multi-metaverse.com
MultiMetaVerse (NASDAQ:MMVWW)
Historical Stock Chart
From Nov 2024 to Dec 2024
MultiMetaVerse (NASDAQ:MMVWW)
Historical Stock Chart
From Dec 2023 to Dec 2024
