F-3 1 ea0278314-01.htm REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on March 17, 2026.

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________________________________________

FORM F-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

________________________________________________

Wetour Robotics Limited
(Exact name of registrant as specified in its charter)

________________________________________________

Cayman Islands		4731		Not Applicable
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Room 7003
3300 N Interstate 35 Ste 700
Austin, TX 78705
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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Wetour Travel Tech LLC
Room 7003
3300 N Interstate 35 Ste 700

Austin, TX 78705
Tel: (617) 581-7632
(Name, address, including zip code, and telephone number, including area code, of agent for service)

________________________________________________

With a Copy to:

Fang Liu, Esq.
VCL Law LLP
1945 Old Gallows Road, Suite 260
Vienna, VA 22182
Tel: (703) 919-7285

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Approximate date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

		Page
ABOUT THIS PROSPECTUS		ii
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv
PROSPECTUS SUMMARY		1
RISK FACTORS		16
OFFER STATISTICS AND EXPECTED TIMETABLE		17
CAPITALIZATION AND INDEBTEDNESS		18
USE OF PROCEEDS		19
DESCRIPTION OF SHARE CAPITAL		20
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS		30
DESCRIPTION OF WARRANTS		31
DESCRIPTION OF DEBT SECURITIES		33
DESCRIPTION OF RIGHTS		35
DESCRIPTION OF UNITS		36
PLAN OF DISTRIBUTION		37
MATERIAL CHANGES		39
LEGAL MATTERS		40
EXPERTS		40
INTERESTS OF EXPERTS AND COUNSEL		40
WHERE YOU CAN FIND MORE INFORMATION		40
INCORPORATION OF INFORMATION BY REFERENCE		41
ENFORCEABILITY OF CIVIL LIABILITIES		42

	For the years ended June 30			For the six months period ended December 31, 2025 (Unaudited and unreviewed)	From January 1, 2026 to the date of this prospectus (Unaudited and unreviewed)
	2023	2024	2025
	RMB	RMB	RMB	RMB	RMB
Cash paid by Wetour Robotics Limited (formerly known as “Webus International Limited”) to other subsidiaries	—	—	3,223,620	2,369,122	209,793
Cash transfer from WFOE and its consolidated subsidiary to VIE and its consolidated subsidiary	—	—	—	9,276,091	383,000
Cash transfer from VIE and its consolidated subsidiary to WFOE and its consolidated subsidiary	—	4,000	28,000	2,777,000	37,602
Wetour Robotics Limited (formerly known as “Webus International Limited”) contribution of paid-in capital to other subsidiaries	—	—	5,014,520	—	3,496,550
Other subsidiaries’ contribution of paid-in capital to WOFE and its consolidated subsidiary	—	—	5,014,520	—	—

Name	Type	Licenses and Approvals	PRC Regulatory Authority	Expiration Date
Zhejiang Xinjieni Technology Co., Ltd.	WFOE	Business License	Hangzhou Administration for Industry and Commerce Yuhang Branch	August 30, 2052
Zhejiang Youba Technology Co., Ltd.	VIE	Value-added Telecommunications License	Zhejiang Provincial Communications Administration	October 21, 2026
		E-Hailing Business Permit	Hangzhou Transport Bureau	June 1, 2026
Hangzhou Webus Travel Agency Co., Ltd.	PRC Subsidiary	Travel Agency License	Zhejiang Department of Culture and Tourism	Long term

SEC registration fee	$	13,810
FINRA fee	$	15,500
Legal fees and expenses	$	40,000
Accounting fees and expenses	$	5,000
Miscellaneous	$	0
Total	$	74,310

Exhibit No.		Description
1.1*		Form of Underwriting Agreement
3.1		Amended and Restated Memorandum and Articles of Association of the Company currently in effect (incorporated herein by reference to Exhibit 3.1 to the Company’s Report on Form 6-K furnished to the SEC on March 12, 2026)
4.1*		Form of Share Purchase Agreement
4.2*		Form of Share Purchase Unit
4.3*		Form of Warrant Agreement and Warrant Certificate
4.4*		Form of Debt Securities
4.5*		Form of Rights Agreement and Rights Certificate
4.6*		Form of Unit Agreement and Unit Certificate
5.1+		Opinion of Ogier (Cayman) LLP
5.2*		Opinion of VCL Law LLP
23.1+		Consent of Marcum Asia CPAs LLP
23.2+		Consent of Ogier (Cayman) LLP (included in Exhibit 5.1)
23.3+		Consent of AllBright Law Offices
23.4*		Consent of VCL Law LLP
24.1+		Power of Attorney (included on signature page)
25.1**		Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, of a trustee acceptable to the registrant, as trustee under any new indenture.
107+		Filing Fee Table

		Wetour Robotics Limited
		By:		/s/ Nan Zheng
				Nan Zheng
				Chief Executive Officer, Chief Financial Officer, and Director (Principal Executive Officer and Principal Financial and Accounting Officer)

Name	Position	Date
/s/ Jiahua Zheng	Chairman of the Board of Directors and Director	March 17, 2026
Jiahua Zheng
/s/ Nan Zheng	Chief Executive Officer, Chief Financial	March 17, 2026
Nan Zheng	Officer, and Director (Principal Executive Officer and Principal Financial and Accounting Officer)
/s/ Ken He	Director	March 17, 2026
Ken He
/s/ Yili Liu	Director	March 17, 2026
Yili Liu
/s/ Hing Hang Bern Tsang	Director	March 17, 2026
Hing Hang Bern Tsang

		By:		/s/ Yujie Rong
				Name: Yujie Rong
				Title: Authorized Signatory

SEC Form F-3 filed by Webus International Limited