您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:Wetour Robotics美股招股说明书(2026-05-15版) - 发现报告

Wetour Robotics美股招股说明书(2026-05-15版)

2026-05-15 美股招股说明书 好运联联-小童
报告封面

PROSPECTUS SUPPLEMENT(To Prospectus dated March 30, 2026) Wetour Robotics LimitedUp to $17,000,000Ordinary Shares We have entered into a sales agreement (the “Sales Agreement”) with Chaince Securities, LLC (“Chaince” or the “SalesAgent”), dated May 15, 2026, relating to the sale of our ordinary shares, par value of US$0.0001 per share (“Ordinary Shares”),offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales Agreement, wemay offer and sell our Ordinary Shares, having an aggregate offering price of up to $17,000,000 from time to time through or toChaince as sales agent or principal. Sales of our Ordinary Shares, if any, under this prospectus supplement may be made in sales deemed to be “at the marketofferings” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Chaince is notrequired to sell any specific number or dollar amount of securities, but will act as a sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices, on mutually agreed terms between Chaince and us. There is no arrangement forfunds to be received in any escrow, trust or similar arrangement. Chaince will be entitled to compensation at a commission rate of 3.0% of the gross sales price per share sold pursuant to theterms of the Sales Agreement. See “Plan of Distribution” beginning on page S-12 for additional information regarding thecompensation to be paid to Chaince in connection with the sale of the Ordinary Shares on our behalf, Chaince will be deemed to be an“underwriter” within the meaning of the Securities Act, and the compensation of Chaince will be deemed to be underwritingcommissions or discounts. We also have agreed to provide indemnification and contribution to Chaince with respect to certainliabilities, including liabilities under the Securities Act or the Exchange Act of 1934, as amended (the “Exchange Act”). Our Ordinary Shares are listed on the Nasdaq Capital Market under the symbol “WETO”. On May 14, 2026, the closingtrading price of our Ordinary Shares was $0.5001. The aggregate market value of our outstanding Ordinary Shares held by non-affiliates is $51,903,316 based on 82,000,000 outstanding Ordinary Shares as of May 14, 2026, of which 65,700,400 Ordinary Sharesare held by non-affiliates, and a per share price of $0.79 based on the closing sale price of our Ordinary Shares on March 20, 2026,which is the highest closing sale price of our Ordinary Shares on the Nasdaq Capital Market within the prior 60 days. We have not soldany securities pursuant to General Instruction I.B.5 of Form F-3 during the 12 calendar months prior to and including the date of thisprospectus. After the date of this prospectus, we will not sell in primary offerings under General Instruction I.B.5 of Form F-3securities having an aggregate market value, when added to the aggregate market value of securities sold by us in primary offeringsunder General Instruction I.B.5 of Form F-3 during the 12 calendar months immediately prior to and including the date of sale, ofmore than one-third of our public float. Investing in the Ordinary Shares involves risk. See “Risk Factors” beginning on page S-5 of this prospectussupplement and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus for a discussion of information that should be considered in connection with an investment in the Ordinary Shares. We are an exempted company incorporated in the Cayman Islands. On February 27, 2026, our shareholders passed a specialresolution to change our name from Webus International Limited微 巴 国际有 限 公 司to Wetour Robotics Limited. As a holdingcompany with no material operations, our operations were conducted by: (1) our subsidiaries in the United States and the People’sRepublic of China (the “PRC”); (2) our direct investment in Zhejiang Youba Technology Co., Ltd. (“Youba Tech” or the “VIE”) in thePRC; and (3) through certain contractual arrangements with Youba Tech (the “VIE Agreements”). This is an offering of the securitiesof the exempted company incorporated in the Cayman Islands. You are not 100% investing in the VIE, as we hold 50% equity interestsin Youba Tech and 50% VIE interests in Youba Tech through VIE Agreements. VIE interests are not equity interests. We are regardedas the primary beneficiary of Youba Tech for accounting purposes, and, therefore, we are able to consolidate the financial results ofYouba Tech in our consolidated financial statements in accordance with U.S. GAAP. However, the VIE structure cannot completelyreplicate a foreign investment in China-based companies, as we only hold 50% equity interest in the VIE and do not and may neverhold equity interests over 50% in the VIE. Instead, the VIE structure provides contractual exposure to foreign investment in us.Because we do not hold equity interests in the VIE, we are subject to risks and uncer