Wetour Robotics Ltd 6-K, filed Jul 7, 2026
Wetour Robotics Ltd (WETO)
About this 6-K
Wetour Robotics Ltd filed this 6-K on July 7, 2026.
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 July 2026
Commission File Number: 001-42536
Wetour Robotics Limited
(Translation of registrant’s name into English)
Room 7003
3300 N Interstate 35 Ste 700
Austin, TX 78705
(Address of principal executive offices)
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 ☐
Amendment to Sales Agreement
On July 6, 2026, Wetour Robotics Limited (the “Company”) entered into Amendment No. 1 (the “Amendment”) to the At Market Sales Agreement (the “Sales Agreement”) with Chaince Securities, LLC (the “Sales Agent”), dated May 15, 2026, to increase the maximum aggregate offering price of the Company’s ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), issuable under the Sales Agreement to up to an additional aggregate of $50,000,000, which does not include the approximately $14,246 of Ordinary Shares that were sold to date pursuant to the Sales Agreement. In connection with the Amendment, the Company filed a prospectus supplement (the “Current Prospectus Supplement”). A copy of the legal opinion as to the legality of the $50,000,000 of Ordinary Shares issuable under the Sales Agreement and covered by the Current Prospectus Supplement is filed as Exhibit 5.1 attached hereto.
A copy of the Amendment is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.
This Report shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Ordinary Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This report on Form 6-K (including exhibits hereto) shall be deemed to be incorporated by reference into the registration statement on Form F-3 (File No. 333-294373) of the Company, including any prospectus forming a part of such registration statement, and to be a part thereof from the date on which this Report is filed with the SEC, to the extent not superseded by documents or reports subsequently filed or furnished.
EXHIBITS
1
SIGNATURES
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.
| Wetour Robotics Limited | ||
| By: | /s/ Nan Zheng | |
| Name: | Nan Zheng | |
| Title: | Chief Executive Officer | |
Date: July 6, 2026
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Exhibit 1.1
AMENDMENT NO. 1 TO AT MARKET SALES AGREEMENT
July 6, 2026
Chaince Securities, LLC
1251 Avenue of the Americas, 41st Floor
New York, NY 10020
Ladies and Gentlemen:
Wetour Robotics Limited, an exempted company incorporated in the Cayman Islands (the “Company”), and Chaince Securities, LLC (the “Agent”), are parties to that certain At Market Sales Agreement dated May 15, 2026 (the “Sales Agreement”). All capitalized terms not defined herein shall have the meanings ascribed to them in the Sales Agreement. The Company and Agent desire to amend the Sales Agreement as set forth in this Amendment No. 1 thereto (this “Amendment No. 1”) as follows:
1. As of the date hereof, the references to “Prospectus Supplement” shall refer to the prospectus supplement relating to the offering and sale of the Placement Shares filed by the Company with the Commission pursuant to Rule 424(b) on May 15, 2026, as amended by the prospectus supplement filed by the Company on the date hereof, in the form furnished by the Company to the Agent in connection with the offering of the Placement Shares.
2. As of the date hereof, the aggregate offering price of Placement Shares that may be issued and sold pursuant to the Sales Agreement is hereby increased from $17,000,000 to $50,000,000. All references to “$17,000,000” in Section 1 of the Sales Agreement are hereby amended to read “$50,000,000.”
3. As of the date hereof, (a) all references to the “Agreement” or “this Agreement” in the Sales Agreement shall mean the Sales Agreement as amended by this Amendment No. 1; provided, however, that all references to “date of this Agreement” in the Sales Agreement shall continue to refer to the date of the Sales Agreement; and (b) all references to “the At Market Sales Agreement, dated May 15, 2026” or similar identifying references set forth in Schedule 1, Schedule 2 and Exhibit 7(l) of the Sales Agreement are revised to read “the At Market Sales Agreement, dated May 15, 2026, as amended by Amendment No. 1, dated July 6, 2026.”
4. In connection with this Amendment No. 1, the Company shall deliver or cause to be delivered to the Agent: (i) a certificate in the form of Exhibit 7(l) to the Sales Agreement, dated the date hereof; (ii) a written opinion and a negative assurance letter of Company US Counsel (as defined in the Sales Agreement) covering the Placement Shares in the increased aggregate offering amount; and (iii) a written opinion of Company Cayman Islands Counsel covering the Placement Shares in the increased aggregate offering amount; and (iv) a written opinion of Company PRC Counsel covering the Placement Shares in the increased aggregate offering amount, including an opinion as to the legality, validity, binding nature and enforceability of the VIE Agreements under PRC law, in each case in form and substance reasonably satisfactory to the Agent. Notwithstanding Section 7(n) of the Sales Agreement, the Agent hereby waives the delivery of an updated Comfort Letter from the Company’s independent accountants in connection with this Amendment No. 1.
5. The Company has taken all necessary action to authorize the execution, delivery and performance of this Amendment No. 1. This Amendment No. 1 has been duly executed and delivered by or on behalf of the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles. Any consent, approval, authorization, order, registration or qualification of or with any governmental authority required for the execution, delivery and performance by the Company of this Amendment No. 1 has been obtained and is in full force and effect.
6. The Company will pay reasonable and documented fees and disbursements of counsel to the Agent of up to $10,000 incurred in connection with this Amendment No. 1 and other related documents.
7. Except as specifically set forth herein, all other provisions of the Sales Agreement shall remain in full force and effect.
8. This Amendment No. 1, together with the Sales Agreement (including all schedules and exhibits attached thereto), constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Amendment No. 1 nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Amendment No. 1.
9. THIS AMENDMENT NO. 1 AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT NO. 1 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF, THE STATE OF NEW YORK WITHOUT REGARD TO ITS CHOICE OF LAW PROVISIONS. THE COMPANY AND THE AGENT EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT NO. 1 OR THE TRANSACTIONS CONTEMPLATED HEREBY.
10. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE CITY OF NEW YORK, BOROUGH OF MANHATTAN, FOR THE ADJUDICATION OF ANY DISPUTE UNDER OR IN CONNECTION WITH THIS AMENDMENT NO. 1 OR ANY TRANSACTION CONTEMPLATED HEREBY, AND HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IT IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF ANY SUCH COURT, THAT SUCH SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT THE VENUE OF SUCH SUIT, ACTION OR PROCEEDING IS IMPROPER. EACH PARTY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS AND CONSENTS TO PROCESS BEING SERVED IN ANY SUCH SUIT, ACTION OR PROCEEDING BY MAILING A COPY THEREOF (CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED) TO SUCH PARTY AT THE ADDRESS IN EFFECT FOR NOTICES TO IT UNDER THE SALES AGREEMENT AND AGREES THAT SUCH SERVICE SHALL CONSTITUTE GOOD AND SUFFICIENT SERVICE OF PROCESS AND NOTICE THEREOF. NOTHING CONTAINED HEREIN SHALL BE DEEMED TO LIMIT IN ANY WAY ANY RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW.
11. This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed amendment by one party to the other may be made by facsimile transmission or electronic transmission (e.g., PDF).
[Remainder of Page Intentionally Blank]
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If the foregoing correctly sets forth the understanding between the Company and the Agent, please so indicate in the space provided below for that purpose, whereupon this Amendment No. 1 shall constitute a binding amendment to the Sales Agreement between the Company and the Agent.
| Very truly yours, | |||
| WETOUR ROBOTICS LIMITED | |||
| By: | /s/ Nan Zheng | ||
| Name: Nan Zheng | |||
| Title: Chief Executive Officer | |||
| ACCEPTED as of the date first-above written: | |||
| CHAINCE SECURITIES, LLC | |||
| By: | /s/ Wilfred Daye | ||
| Name: Wilfred Daye | |||
| Title: CEO | |||
[Signature Page to Amendment No. 1 to At Market Sales Agreement]
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Exhibit 5.1
|
Wetour Robotics Limited c/o Ogier Global (Cayman) Limited 89 Nexus Way, Camana Bay, Grand Cayman KY1-9009, Cayman Islands |
D +1 345 815 1877 |
| E bradley.kruger@ogier.com | |
| Reference: 503807.00001 | |
| 6 July 2026 |
Wetour Robotics Limited (Company)
We have been requested to provide you with an opinion on matters of Cayman Islands law in connection with a prospectus supplement (the Prospectus Supplement) to the prospectus supplement dated 15 May 2026 (the Prior Prospectus Supplement) to the base prospectus effective 30 March 2026 (the Prospectus) filed in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (the Act), as amended, (including its exhibits, the Prospectus, the Prior Prospectus Supplement and the Prospectus Supplement, the Registration Statement) related to offering and sale of up to US$50,000,000 worth of shares of par value US$0.0001 each in the capital of the Company (the Shares) pursuant to the terms of the Documents (as defined in Schedule 1).
This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.
Unless a contrary intention appears, all capitalised terms used in this opinion have the respective meanings set forth in Schedule 1. A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined copies of the documents listed in Part B of Schedule 1 (the Documents). In addition, we have examined the corporate and other documents and conducted the searches listed in Part A of Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
|
Ogier (Cayman) LLP 89 Nexus Way Camana Bay Grand Cayman, KY1-9009 Cayman Islands
T +1 345 949 9876 F +1 305 513 5888 ogier.com |
A list of Partners may be inspected on our website |
Wetour Robotics Limited
6 July 2026
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in Schedule 2 without having carried out any independent investigation or verification in respect of those assumptions.
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar). |
Issuance of Shares
| (b) | The Shares to be offered and issued by the Company as contemplated by the Prospectus Supplement, when issued by the Company: |
| (i) | upon payment in full of the consideration as set out in the Prospectus Supplement and the Documents; |
| (ii) | in accordance with the Prospectus Supplement, the Documents, the Resolutions and the Memorandum and Articles of Association; and |
| (iii) | upon the entry of those Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
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Wetour Robotics Limited
6 July 2026
| 4 | Matters not covered |
We offer no opinion:
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in any document to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than, to the extent expressly provided herein, the Memorandum and Articles of Association) entered into by or binding on the Company. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
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Wetour Robotics Limited
6 July 2026
| 6 | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters”. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
Yours faithfully
/s/ Ogier (Cayman) LLP
Ogier (Cayman) LLP
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Wetour Robotics Limited
6 July 2026
Schedule 1
Part A – corporate and other documents
| 1 | The certificate of incorporation of the Company dated 10 February 2022 and the certificate of incorporation on change of name of the Company dated 3 March 2026 each issued by the Registrar (the Certificate of Incorporation). |
| 2 | The amended and restated memorandum of association of the Company adopted by special resolution passed on 27 February 2026 (the Memorandum). |
| 3 | The amended and restated articles of association of the Company adopted by special resolution passed on 27 February 2026 (the Articles of Association). |
| 4 | A Certificate of Good Standing dated 3 July 2026 (the Good Standing Certificate) issued by the Registrar in respect of the Company. |
| 5 | A certificate dated on the date hereof as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it copies of the written resolutions of the directors of the Company passed on 30 April 2026 and 2 July 2026 (the Resolutions). |
| 6 | The Register of Writs and Other Originating Process maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 3 July 2026 (the Register of Writs). |
| 7 | The Registration Statement. |
Part B – the Documents
| 8 | At Market Sales Agreement dated 15 May 2026 between the Company and Chaince Securities, LLC (the ATM Agreement). |
| 9 | Amendment No.1 dated 6 July 2026 to the ATM Agreement between the Company and Chaince Securities, LLC. |
|
Ogier (Cayman) LLP 89 Nexus Way Camana Bay Grand Cayman, KY1-9009 Cayman Islands
T +1 345 949 9876 F +1 345 949 9877 ogier.com |
A list of Partners may be inspected on our website |
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Wetour Robotics Limited
6 July 2026
Schedule 2
Assumptions
Assumptions of general application
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | The Memorandum and Articles of Association are in full force and effect and have not been amended, varied, supplemented or revoked in any respect. |
| 5 | Each of the Certificate of Incorporation, the Memorandum and Articles of Association, Good Standing Certificate, Resolutions and the Director’s Certificate is accurate and complete as at the date of this opinion and will remain accurate and complete as at the date of the issuance of the Shares. Without limiting the foregoing, all corporate authorisations in force on the date hereof in respect of the Company will remain in full force and effect on the date of the issuance of the Shares. |
| 6 | Where any Document has been provided to us in draft or undated form, that Document has been executed by all parties in materially the form provided to us and, where we have been provided with successive drafts of a Document marked to show changes from a previous draft, all such changes have been accurately marked. |
| 7 | There will be no intervening circumstance relevant to this opinion between the date hereof and the date upon which the Shares are issued. |
| 8 | There is nothing in any law (other than the laws of the Cayman Islands) that would or might affect the opinions herein. |
| 9 | There are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Registration Statement or the Documents or the transactions contemplated by any such document or restrict the powers and authority of the Company in any way. |
Status, authorisation and execution
| 10 | Each of the parties to the Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
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Wetour Robotics Limited
6 July 2026
| 11 | Each Document has been duly authorised, executed and unconditionally delivered by or on behalf of all parties to it (other than the Company) in accordance with all applicable laws and, in respect of the Company, in the manner authorised by the Board. |
| 12 | In authorising the execution and delivery of the Documents by the Company, the issue and allotment of the Shares and the exercise of its rights and performance of its obligations under the Documents, each of the directors of the Company has acted and will act in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her. |
| 13 | Each Document that has not been executed as of the date of this opinion will be duly executed and unconditionally delivered by the Company in the manner authorised by the Board. |
| 14 | No Shares will be issued unless and until all required approvals (including shareholder approvals) required by the rules and regulations of the Nasdaq Stock Market LLC have been obtained. Any conditions to which such approvals are subject have been, and will continue to be, satisfied or waived by the parties entitled to the benefit of them. |
| 15 | The Documents have been duly approved and unconditionally delivered (to the extent applicable) by or on behalf of all relevant parties in accordance with all relevant laws (other than, with respect to the Company, the laws of the Cayman Islands). |
| 16 | Each Document is legal, valid, binding and enforceable against all relevant parties in accordance with its terms under all relevant laws. |
| 17 | If an obligation is to be performed in a jurisdiction outside the Cayman Islands, its performance will not be contrary to an official directive, impossible or illegal under the laws of that jurisdiction. |
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Enforceability
| 18 | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence: |
| (a) | the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and |
| (b) | neither the execution or delivery of the Documents nor the exercise by any party to the Documents of its rights or the performance of its obligations under them contravene those laws or public policies. |
Share Issuance
| 19 | The issued shares of the Company have been issued at an issue price in excess of the par value thereof and have been entered on the register of members of the Company as fully paid, and the Shares shall be issued at an issue price in excess of the par value thereof. |
Register of Writs
| 20 | The Register of Writs constitutes a complete and accurate record of the proceedings affecting the Company before the Grand Court of the Cayman Islands as at the time we conducted our investigation of such register. |
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6 July 2026
Schedule 3
Qualifications
Good Standing
| 1 | Under the Companies Act (Revised) of the Cayman Islands (Companies Act) annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 2 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company’s good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
Limited Liability
| 3 | We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; and (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder. |
Non-Assessable
| 4 | In this opinion, the phrase “non-assessable” means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
Register of Writs
| 5 | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
| (b) | any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
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