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 |
|
Sales Agreement, dated May 15, 2026, by and between Wetour Robotics Limited and Chaince Securities, LLC. |
| 5.1 |
|
Opinion of Ogier (Cayman) LLP. |
| 23.1 |
|
Consent of Ogier (Cayman) LLP (included in Exhibit 5.1). |
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:
May 15, 2026