### 6-K - REPORT OF FOREIGN PRIVATE ISSUER
6-K
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ea0290127-6k_wetour.htm
REPORT OF FOREIGN PRIVATE ISSUER
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 May 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 ☐
Entry
into Sales Agreement
On
May 15, 2026, Wetour Robotics Limited (the “Company”) entered into a certain sales agreement (the “Sales Agreement”)
with Chaince Securities, LLC (the “Sales Agent”) to issue and sell Company’s ordinary shares, par value US$0.0001 per
share (the “Ordinary Shares”), from time to time, through an at the market offering under which the Sales Agent will act
as sales agent and/or principal.
Subject
to the terms and conditions of the Sales Agreement, the Sales Agent has agreed to use its commercially reasonable efforts, consistent
with its normal sales and trading practices to place the Ordinary Shares, subject to, and in accordance with the information specified
in a written notice from the Company, unless the sale of the Ordinary Shares described therein has been suspended, cancelled or otherwise
terminated.
The
Sales Agent’s obligation to sell Ordinary Shares under the Sales Agreement is subject to satisfaction of certain conditions, and
other customary closing conditions. The sales under the Sales Agreement will be made by any method permitted by law deemed to be an “at
the market offering” as defined in Rule 415 under the Securities Act of 1933, including, without limitation, sales made directly
on the Nasdaq Capital Market, on any other existing trading market for the Ordinary Shares or to or through a market maker.
The
Sales Agreement provides that the commission payable to the Sales Agent for sales of Ordinary Shares with respect to which the Sales
Agent acts as sales agent shall be equal to 3.0% of the gross proceeds of such sales. In addition, we will reimburse the Sales Agent
for its reasonable, documented out-of-pocket expenses, including legal fees, in accordance with the terms of the Sales Agreement. The
remaining sales proceeds, after deducting any such amounts and any transaction fees imposed by any governmental, regulatory or self-regulatory
organization, will equal our net proceeds.
The
Sales Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under
which the Company and the Sales Agent have agreed to indemnify each other against certain liabilities, including liabilities under the
Securities Act. The Sales Agent and the Company have the right, by giving written notice as specified in the Sales Agreement, to terminate
the Sales Agreement.
The
offering has been registered under the Securities Act pursuant to the Company’s shelf registration statement on Form F-3 (Registration
No. 333-294373), as supplemented by the prospectus supplement dated May 15, 2026.
A
copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the
Sales Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A
copy of the opinion and consent of Ogier (Cayman) LLP relating to the validity of the securities to be issued in accordance with the
Sales Agreement is filed herewith as Exhibit 5.1.
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.
EXHIBITS
Exhibit
No. |
|
Description |
1.1 |
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Sales Agreement, dated May 15, 2026, by and between Wetour Robotics Limited and Chaince Securities, LLC. |
5.1 |
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Opinion of Ogier (Cayman) LLP. |
23.1 |
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Consent of Ogier (Cayman) LLP (included in Exhibit 5.1). |
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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.
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Wetour Robotics Limited |
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By: |
/s/ Nan Zheng |
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Name: |
Nan Zheng |
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Title: |
Chief Executive Officer |
Date:
May 15, 2026
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### EX-5.1 - OPINION OF OGIER (CAYMAN) LLP
EX-5.1
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ea029012701ex5-1.htm
OPINION OF OGIER (CAYMAN) LLP
Exhibit 5.1
Wetour Robotics Limited
c/o Ogier Global (Cayman) Limited
89 Nexus Way, Camana Bay, Grand
Cayman KY1-9009, Cayman Islands
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D +1 345 815 1877 |
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E bradley.kruger@ogier.com |
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Reference: 503807.00001 |
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15 May 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 supplement (the Prospectus Supplement ) to the base prospectus (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 and the Prospectus Supplement, the Registration Statement )
related to offering and sale of up to US$17,000,000 worth of ordinary 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.
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.
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
15 May 2026
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 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. |
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. |
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Wetour Robotics Limited
15 May 2026
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. |
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
15 May 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 12 May 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 (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 15 May 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 ). |
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Wetour Robotics Limited
15 May 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. |
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. |
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Wetour Robotics Limited
15 May 2026
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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Wetour Robotics Limited
15 May 2026
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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Wetour Robotics Limited
15 May 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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