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 April 2026

Commission File Number: 001-42573

Waton Financial Limited

Suites 3605-06, 36th Floor

Tower 6, The Gateway

Harbour City, Tsim Sha Tsui

Kowloon, Hong Kong

(Address of principal executive office)

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 ☐

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Entry into Material Agreements

Preferred Share Purchase Agreement

On November 19, 2025, Waton AI Genius Holding Limited (“Waton AI”), a company incorporated in the British Virgin Islands and a wholly-owned subsidiary of Waton Financial Limited (the “Company”), entered into a Preferred Share Purchase Agreement (the “SPA”) with PandaAI Quantum Holdings Limited, an exempted company incorporated in the Cayman Islands (the “Invested Company”), pursuant to which the Invested Company agreed to issue and sell to Waton AI a convertible promissory note in the principal amount of US$2,822,626 (the “Note”), convertible into founding partner preferred shares of the Invested Company, par value US$0.0001 per share, as calculated in accordance with provisions of the SPA (the “Preferred Shares”). The other parties to the SPA include (i) LI Yuqi and LIU Bingjun, as founders (collectively, the “PD Founders”), (ii) Chongqing Liangyun Zhijing Information Technology Co., Ltd., Zhongyan Nanfang Financial Technology (Qingdao) Co., Ltd., Liangjing Zhilian (Chongqing) Education Consulting Co., Ltd., each a limited liability company organized and existing under the Laws of the PRC (collectively, the “Domestic Group Companies”), and (iii) LBB Link Pte. Ltd., a company duly incorporated and validly existing under the Laws of British Virgin Islands (the “PD Founder Holdco”).

The purpose of the transaction is to establish the Invested Company as a vehicle for business cooperation between the PD Founders and Waton AI in the field of AI-powered quantitative trading. As of the date of this report, the Note closing has been consummated. The principal amount of US$2,822,626 has been paid by Waton AI.

Following the satisfaction of applicable conversion trigger conditions set forth in the SPA, Waton AI has converted the outstanding principal amount of the Note into 7,500,000 Preferred Shares at a conversion price of US$0.376350156 per share on April 16, 2026.

The foregoing description of the SPA and the Note does not purport to be complete and is qualified in its entirety by reference to the full text of the SPA, including the form of the Note exhibited therein, which is filed as Exhibit 10.1 to this Report on Form 6-K and incorporated herein by reference.

Finder’s Services Agreement

On April 19, 2026, the Company entered into a Finder’s Services Agreement (the “Finder’s Agreement”) with OCASIA Group Holdings Ltd (the “Finder”), a company incorporated under the laws of the Republic of the Marshall Islands. The other party to the Finder’s Agreement is Love & Health Limited (the “SPAC”), a Cayman Islands special purpose acquisition company and a wholly-owned subsidiary of the Company.

Pursuant to the Finder’s Agreement, the Finder agreed to use reasonable efforts to assist the SPAC in identifying and facilitating introductions to one or more potential operating businesses suitable for a business combination (the “Business Combination”).

If the SPAC consummates a Business Combination with a target introduced by the Finder, the Company will pay the Finder a success fee equal to 1% of the pre-money valuation of the target at closing if such valuation exceeds US$400 million, or an appropriate rate negotiated in good faith if the valuation is below US$400 million. In addition, within 30 days of execution of the Finder’s Agreement, the Company agreed to pay the Finder an upfront cash payment of US$1,200,000, to be credited against any success fee ultimately payable. The remaining balance of any success fee is payable at closing of the Business Combination, at the Finder’s election, in restricted stock units issued under the Company’s 2024 global equity incentive plan, cash, or another form mutually agreed upon in writing.

A twelve-month tail period applies following any termination of the Finder’s Agreement or after the date of any introduction made thereunder, during which period the success fee provisions remain in effect with respect to any Business Combination with an introduced target.

The foregoing description of the Finder’s Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of the Finder’s Agreement, which is filed as Exhibit 10.2 to this Report on Form 6-K and incorporated herein by reference.

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.

EXHIBIT INDEX

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Exhibit 10.1

(1)	PandaAI Quantum Holdings Limited, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands (the “Company”);

(2)	Chongqing Liangyun Zhijing Information Technology Co., Ltd. (重庆量云之境信息科技有限公司), a limited liability company organized and existing under the Laws of the PRC (the “Domestic Parent”);

(3)	Zhongyan Nanfang Financial Technology (Qingdao) Co., Ltd. (中研南方金融科技（青岛）有限公司), a limited liability company organized and existing under the Laws of the PRC (the “Qingdao Subsidiary”);

(4)

Liangjing Zhilian (Chongqing) Education Consulting Co., Ltd. (量境智联（重庆）教育咨询有限责任公司), a limited liability company organized and existing under the Laws of the PRC (the “Chongqing Subsidiary”, together with the Domestic Parent and Qingdao Subsidiary, the “Domestic Group Companies”, and each a “Domestic Group Company”);

(5)	the individuals listed in Schedule I attached hereto (the “PD Founders”, and each a “PD Founder”);

(6)	LBB Link Pte. Ltd., a company duly incorporated and validly existing under the Laws of British Virgin Islands (the “PD Founder Holdco”); and

(7)	Waton AI Genius Holding Limited, a company duly incorporated and validly existing under the Laws of British Virgin Islands. (“Waton” or the “Purchaser”).

A.	The PD Founders and Waton wish to establish a joint venture company to conduct business cooperation in the field of AI-powered quantitative trading. As of the date of this Agreement, the PD Founders have incorporated the Company, as such joint venture company, through the PD Founder Holdco.

B.

The Purchaser wishes to subscribe for and purchase, and the Company wishes to issue and sell, upon the terms and subject to the conditions set forth herein, a convertible promissory note in the principal amount of US$2,822,626, which shall be convertible into a certain number of Founding Partner Preferred Shares (as defined below) in accordance with the terms hereof.

C.	The Parties desire to enter into this Agreement and make the respective representations, warranties, covenants and agreements set forth herein on the terms and conditions set forth herein.

1.	Definitions

2.	Purchase and Sale of the Note

2.1	Sale and Issuance of the Note

(i)

Note Closing. The consummation of the sale and issuance of the Note to the Purchaser pursuant to Section 2.1 (the “Note Closing”) shall take place remotely via the exchange of documents and signatures as soon as practicable, but in no event later than ten (10) Business Days following the satisfaction or waiver of all of the conditions set forth in Sections 5A and 5B (other than those conditions that by their nature can only be satisfied at the Note Closing, but subject to satisfaction of those conditions at the Note Closing), as confirmed in writing by the Purchaser and the Company, or at such other place or at such other time or on such other date as the Company and the Purchaser may mutually agree.

(ii)

Note Closing Deliveries. At the Note Closing, the Company shall, and each Warrantor (other than the Company) shall cause the Company to, deliver to the Purchaser:

(1)

such documents required to be delivered pursuant to Section 5A;

(2)

an executed Note in the form attached as Exhibit A; and

(3)

such other documents as the Purchaser may reasonably request to evidence the satisfaction of the conditions set forth in Section 5A and/or the performance of the obligations of the Warrantors hereunder.

(iii)

Note Closing Payment. After the delivery of the documents to the Purchaser in accordance with Section 2.2(ii), at the Note Closing, the Purchaser (or its designated entity) shall pay to the Company the Principal Amount for the Note being purchased by the Purchaser pursuant to this Agreement, by wire transfer to the Escrow Account. The Purchaser’s obligation to pay the Principal Amount under this Agreement shall be deemed fully performed and discharged upon the Purchaser’s (or its designated entity’s) payment of the full Principal Amount into the Escrow Account, regardless of whether or when the funds are released from the Escrow Account to the Company (or any other party, as applicable). The Purchaser’s economic rights as the Founding Partner under the Transaction Documents shall accrue from, and any amounts payable thereunder shall be calculated as of, the date the Purchaser (or its designated entity) pays the Principal Amount into the Escrow Account.

(iv)

Withdrawal of Escrowed Funds. The Company may withdraw funds from the Escrow Account pursuant to the ACA; provided that such funds shall only be used for purposes permitted under the ACA and Section 7.1 of this Agreement.

2.3	Note Conversion

(i)

Conversion Mechanics.

(1)

Conversion upon Conversion Trigger Event. At any time after the date of issuance of the Note and prior to the Maturity Date (as defined in the Note), if all of the conditions set forth in Sections 6A and 6B have been satisfied or otherwise waived by the Purchaser, the Company shall immediately give written notice (the “Trigger Satisfaction Notice”) to the Purchaser. The Purchaser shall have the option, but not the obligations, at its sole discretion, exercisable by delivering a written notice (“Conversion Notice”) within twenty (20) business days after the receipt of the Trigger Satisfaction Notice from the Company, (x) to convert all or any portion of the outstanding Principal Amount into the Companies’ Founding Partner Preferred Shares (the “Preferred Shares”) having the rights, preferences and privileges as set forth in the Shareholders Agreement and Amended Memorandum and Articles of the Company, at the per share conversion price of US$0.376350156; and (y) to require the rest of the Principal Amount and the accrued interests thereon which are not converted to be repaid upon the earlier of (i) the last day of six (6) months following the conversion, and (ii) the first anniversary of the date of the Note.

(2)

Conversion upon Merger Event. Without prejudice to the foregoing under Section2.3(i)(1), at any time after the date of issuance of the Note and prior to the conversion in accordance with Section2.3(i)(1) above or the repayment of the outstanding Principal Amount and accrued interest in full of the Note, in the event that the Company shall propose to enter into any transaction that involves (x) a sale, lease, transfer or other disposition of all or substantially all of the assets of the Company or its subsidiaries, (y) a transfer or an exclusive licensing of all or substantially all of the intellectual property of the Company or its subsidiaries, or (z) a merger, consolidation or other business combination of the Company with or into any other business entity in which the shareholders of the Company immediately after such merger, consolidation or business combination hold shares representing less than a majority of the voting power of the outstanding share capital of the surviving business entity, the Company shall immediately give written notice (the “Merger Notice”) to the Purchaser describing the consideration to be paid for such merger, the name of the prospective acquirer and the material terms and conditions relating to such merger. The Purchaser shall have the option, but not the obligations, exercisable by delivering the Conversion Notice within twenty (20) business days after the receipt of the Merger Notice from the Company, (x) to convert all or any portion of the outstanding Principal Amount into the Preferred Shares at the per share conversion price of US$0.376350156; and (y) to require the rest of the Principal Amount and the accrued interests thereon which are not converted to be repaid upon the earlier of (i) the last day of six (6) months following the conversion, and (ii) the first anniversary of the date of the Note.

(3)

Waiver of Interest upon Conversion. Notwithstanding anything to the contrary under the Note or this Agreement, in the event the Purchaser elects to convert any Principal Amount into the Preferred Shares, the interest accrued on such amount of Principal Amount shall be automatically waived by the Purchaser upon such conversion.

(4)

Fractional Shares. No fractional shares of the Company will be issued upon conversion of the Note. In lieu of any fractional share to which the Purchaser would otherwise be entitled, the Company will pay to the Purchaser in cash the amount of the unconverted balance of the Note that would otherwise be converted into such fractional share.

(ii)

Conversion Closing. The consummation of the conversion and issuance of the Preferred Shares to the Purchaser pursuant to Section 2.3(i) (the “Conversion Closing”) shall take place remotely via the exchange of documents and signatures as soon as practicable, but in no event later than ten (10) Business Days after the Company’s receipt of the Conversion Notice.

(iii)

Conversion Deliveries. At the Conversion Closing, the Company shall, and each Warrantor (other than the Company) shall cause the Company to, deliver to the Purchaser:

(1)

such documents required to be delivered pursuant to Section 6A;

(2)

such other documents as the Purchaser may reasonably request to evidence the issuance of the Founding Partner Preferred Shares to the Purchaser pursuant to this Agreement, the satisfaction of the conditions set forth in Section 6A and/or the performance of the obligations of the Warrantors hereunder;

(3)

a copy of the updated register of members of the Company, dated as of the Conversion Closing and certified by the company secretary of the Company, reflecting the issuance to the Purchaser of the Founding Partner Preferred Shares being converted by the Purchaser at the Conversion Closing; and

(4)

share certificates representing the Founding Partner Preferred Shares being converted by the Purchaser at the Conversion Closing.

(iv)

Cancellation or Reduction of Note at Conversion Closing. After the delivery of the documents to the Purchaser in accordance with Section 2.3(iii), at the Conversion Closing, the Purchaser will surrender the Note for cancellation to the extent of the portion of the outstanding Principal Amount being converted (the “Converted Amount”) in exchange for the issuance of the Preferred Shares. The Note will be reduced by the Converted Amount, and the Company will issue to the Purchaser a replacement note evidencing any remaining outstanding principal and accrued but unpaid interest not so converted (the “Remaining Amount”), which will continue in effect on the same terms as the Note (mutatis mutandis). If there is no Remaining Amount, the Note will be cancelled in full and will have no further force or effect. Upon such cancellation or reduction, (i) the Converted Amount will be deemed repaid by the Company to the Purchaser, and (ii) the purchase price for the issuance of the Preferred Shares issued upon such conversion will be deemed paid in full by the Purchaser, with no additional cash consideration required.

2.4

Liability of Warrantors for Principal Amount. Each Warrantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the full and timely repayment of the outstanding Principal Amount under the Note, and agrees that the Warrantors shall be jointly and severally liable for the Principal Amount. The Purchaser may proceed against any one or more Warrantors for all or any portion of the Principal Amount without first proceeding against the Company or any other person, and without notice, demand, presentment or protest, all of which are hereby waived to the fullest extent permitted by law. This guarantee is a continuing obligation and will remain in effect until the Principal Amount has been paid in full or fully converted to the Preferred Shares.

2.5	Waiver of Restrictions on Issuance

3.	Representations and Warranties of the Warrantors

4.	Representations and Warranties of the Purchaser

4.1

Status

4.2	Authorization

4.3	Purchase for Own Account

5.	Conditions Precedent of the Note Closing

(i)

Representations and Warranties. Each of the representations and warranties of the Warrantors contained in Section 3 shall be true, correct, complete and not misleading when made and shall be true, correct, complete and not misleading on and as of the Note Closing with the same effect as though such representations and warranties had been made on and as of the date of the Note Closing, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true, correct, complete and not misleading as of such particular date.

(ii)

Performance. Each Warrantor shall have performed and complied with all agreements, obligations and conditions contained in the Transaction Documents to which it is a party that are required to be performed or complied with by them, on or before the Note Closing.

(iii)

Authorizations. All Approvals of any competent Governmental Authority or of any other Person that are required to be obtained by any Group Company, Founder Holdco or Founder in connection with the consummation of the transactions contemplated by this Agreement (including but not limited to those related to the lawful issuance and sale of the Note) (including without limitation any waivers of rights of first refusal, preemptive rights, put or call rights, or other rights triggered by the Transaction Documents, if any) shall have been duly obtained and effective as of the Note Closing.

(iv)

Proceedings and Documents. All corporate and other proceedings in connection with the transactions to be completed at the Note Closing and all documents incident thereto, including without limitation written approval from all of the then current holders of equity interests of the Company, with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, shall have been completed in form and substance reasonably satisfactory to the Purchaser, and the Purchaser shall have received all such counterpart original or other copies of such documents as it may reasonably request.

(v)

Appointment of Waton Directors. Two (2) individuals designated by the Purchaser (collectively, the “Waton Directors” and each a “Waton Director”) shall have been duly appointed to the board of directors of the Company, and all necessary corporate actions and filings in connection with such appointment shall have been completed, the Company’s register of directors (the “ROD”) has been updated accordingly, and a certified copy of the updated ROD (together with evidence of any required filing with the applicable registrar) has been delivered to the Purchaser.

(vi)

Account Control Agreement and Escrow Account. (i) The Company, the Purchaser, and a trust entity designated by the Purchaser (the “Trust Entity”) shall have entered into an account control agreement in the form and substance satisfactory to the Purchaser (the “ACA”); (ii) the Trust Entity shall have established an escrow account (the “Escrow Account”) for the purpose of receiving, holding and disbursing the Principal Amount in accordance with the terms of the ACA and this Agreement; (iii) one (1) Waton Director designated by the Purchaser shall have been duly designated and authorized as a signatory with full authority to approve and authorize the release of funds from the Escrow Account in accordance with the terms and conditions set forth in the ACA.

(vii)

Closing Certificate. The chief executive officer of the Company shall have executed and delivered to the Purchaser at the Note Closing a certificate dated as of the Note Closing stating that the conditions specified in this Section 5A have been fulfilled as of the Note Closing.

(viii)

Transaction Documents. Each of the parties to the Transaction Documents (other than the Purchaser and the Singapore Subsidiary) shall have executed and delivered such agreements to the Purchaser.

(ix)

Due Diligence. Legal, financial and operational due diligence shall all be completed to the satisfaction of the Purchaser.

(x)

Corporate Approval of the Purchaser. The Purchaser shall have received its requisite corporate approval for the entry into the transactions contemplated by the Transaction Documents.

(xi)

No Material Adverse Effect. There shall not have occurred a Material Adverse Effect since the date hereof.

(i)

Representations and Warranties. The representations and warranties of the Purchaser contained in Section 4 shall be true and correct when made and shall be true and correct on and as of the Note Closing with the same effect as though such representations and warranties had been made on and as of the date of the Note Closing, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true and correct as of such particular date.

(ii)

Performance. The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Note Closing.

(iii)

Transaction Documents. The Purchaser shall have executed the Transaction Documents to which it is a party and delivered the same to the other parties thereto.

6.	Conditions Precedent of the Conversion Closing

(i)

Representations and Warranties. Each of the representations and warranties of the Warrantors contained in Section 3 shall be true, correct, complete and not misleading when made and shall be true, correct, complete and not misleading on and as of the Conversion Closing with the same effect as though such representations and warranties had been made on and as of the date of the Conversion Closing, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true, correct, complete and not misleading as of such particular date.

(ii)

Performance. Each Warrantor shall have performed and complied with all agreements, obligations and conditions contained in the Transaction Documents to which it is a party that are required to be performed or complied with by them, on or before the Conversion Closing.

(iii)

Authorizations. All Approvals of any competent Governmental Authority or of any other Person that are required to be obtained by any Group Company, Founder Holdco or Founder in connection with the consummation of the transactions contemplated by this Agreement (including but not limited to those related to the lawful issuance and sale of the Preferred Shares) (including without limitation any waivers of rights of first refusal, preemptive rights, put or call rights, or other rights triggered by the Transaction Documents, if any) shall have been duly obtained and effective as of the Conversion Closing.

(iv)

Proceedings and Documents. All corporate and other proceedings in connection with the transactions to be completed at the Conversion Closing and all documents incident thereto, including without limitation written approval from all of the then current holders of equity interests of the Company, with respect to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby, shall have been completed in form and substance reasonably satisfactory to the Purchaser, and the Purchaser shall have received all such counterpart original or other copies of such documents as it may reasonably request.

(v)

Memorandum and Articles. The Amended Memorandum and Articles shall have been duly adopted by a special resolution of the members of the Company and shall have been submitted for filing with the Registry of Companies of the Cayman Islands, and such adoption shall have become effective prior to the Conversion Closing with no alternation or amendment as of the Conversion Closing.

(vi)

Completion of Red-chip Restructuring. The Group has completed the Red-chip Restructuring such that, immediately following such restructuring, the Group’s ownership and control structure is as set out in Exhibit B-II (the “Structure Chart”), including, without limitation:

(1)

establishment of all necessary entities and completion of all related steps and transactions, and execution and delivery by the relevant entities and the Domestic Group Companies of the Control Documents, so that the Company directly or indirectly, through equity ownership and/or the Control Documents, has effective control over the Domestic Group Companies;

(2)

incorporation of a Subsidiary of the Group Company in Singapore to serve as the offshore operating entity (the “Singapore Subsidiary”); and

(3)

completion by LI Yuqi (李昱琦) of his Circular 37 registration with the competent SAFE authority, with evidence of completion delivered to the Purchaser;

(vii)

Execution of Transaction Documents by Singapore Subsidiary. The Singapore Subsidiary shall have executed and deliver to the Purchaser (i) a deed of adherence (Exhibit D) to join this Agreement as a Warrantor, and (ii) the Shareholders Agreement.

(viii)

Confidentiality, Non-Compete, Non-Solicitation and Invention Assignment Agreements with Key Employees. The Group Companies shall have caused all Key Employees to enter into an employment agreement and a confidentiality, non-compete, non-solicitation and invention assignment agreement or an employment agreement containing confidentiality, non-compete, non-solicitation and invention assignment provisions, in form and substance satisfactory to the Purchaser.

(ix)

Closing Certificate. The chief executive officer of the Company shall have executed and delivered to the Purchaser at the Conversion Closing a certificate dated as of the Conversion Closing stating that the conditions specified in this Section 6A have been fulfilled as of the Conversion Closing.

(x)

No Material Adverse Effect. There shall not have occurred a Material Adverse Effect since the date hereof.

(i)

Representations and Warranties. The representations and warranties of the Purchaser contained in Section 4 shall be true and correct when made and shall be true and correct on and as of the Conversion Closing with the same effect as though such representations and warranties had been made on and as of the date of the Conversion Closing, except in either case for those representations and warranties that address matters only as of a particular date, which representations will have been true and correct as of such particular date.

(ii)

Performance. The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before the Conversion Closing.

7.	Covenants and Other Agreements

7.1	Use of Principal Amount

7.2	Executory Period Covenants

(i)

Pre-Closing Actions. As promptly as practicable, each Warrantor shall: (a) use best efforts to take all actions required of such party and to do all other things reasonably necessary, proper or advisable to consummate the transactions contemplated under the Transaction Documents to which it is a party; (b) file or supply, or cause to be filed or supplied, all applications, notifications and information required to be filed or supplied by such Warrantor pursuant to Law in connection with the Transaction Documents to which it is a party, the issuance of the Note and/or the Preferred Shares pursuant hereto and the consummation of the other transactions contemplated under the Transaction Documents to which it is a party; (c) use reasonable best efforts to obtain, or cause to be obtained, all consents (including any consents required under any contract) necessary to be obtained by such party in order to consummate the transactions contemplated pursuant to the Transaction Documents to which it is a party; and (d) coordinate and cooperate with the other Parties in exchanging such information and supplying such assistance as may be reasonably requested by the other Parties in connection with any filings and other actions to be made or taken in order to consummate the transactions contemplated pursuant to the Transaction Documents to which it is a party.

(ii)

Non-Violation. Pending the Conversion Closing, none of the Warrantors, without the prior written consent of the Purchaser, shall take any action which (a) would render any of the representations or warranties made by the Warrantors in this Agreement untrue in any material respect if given with reference to the facts and circumstances then existing or (b) would result in any of the covenants contained in this Agreement becoming incapable of performance. Each Warrantor shall promptly advise the Purchaser of any action or event of which such Warrantor becomes aware which would have the effect of making incorrect in any material respect any such representations or warranties if given with reference to facts and circumstances then existing or which has the effect of rendering any such covenants incapable of performance.

(iii)

Conduct of Business. Except as otherwise permitted by this Agreement or with the written consent of the Purchaser, from the date hereof to the date of the Conversion Closing, the Warrantors shall: (a) carry on the Group’s business in the ordinary course consistent with past practice and in substantially the same manner as conducted prior to the date hereof and use best efforts to preserve its relationships with customers, suppliers and others having business dealings with the Group; and (b) not do any act or thing which would require the consent of the Purchaser under the Shareholders Agreement or any other Transaction Document had the transactions contemplated hereunder been consummated.

(iv)

Negative Covenants. Except as otherwise permitted by this Agreement or with the written consent of the Purchaser, no Warrantor shall (a) waive, release or assign any material right or claim, (b) take any action that would reasonably be expected to materially impair the value of any Group Company, (c) sell, purchase, assign, lease, transfer, pledge, encumber or otherwise dispose of any material asset, (d) issue, sell, or grant any Equity Security, (e) declare, issue, make, or pay any dividend or other distribution with respect to any Equity Security, (f) incur any indebtedness for borrowed money or capital lease commitments or assume or guarantee for any indebtedness of any Person, (g) make any material change in any method of accounting or accounting practice used by any Group Company, other than any such changes required by applicable accounting principles, (h) enter into any Contract or other transaction with an Affiliate, or (i) authorize or commit to do any of the foregoing.

(v)

Exclusivity. From the date hereof until the Conversion Closing, in the event that the Warrantors or their representatives or any member of the Group, solicit, initiate, facilitate, engage in any discussions or negotiations with respect to, adopt, approve, commit to, or conclude any investment transaction with, or any sale of any member of the Group or the business or equity thereof to, any third party, whether directly or indirectly that have the effect of establishing rights or otherwise benefiting such third party in a manner more favorable to such third party than the rights, preferences, privileges and other terms established in favor of the Purchaser by the Transaction Documents, then, in any such case, the Purchaser shall also be automatically entitled to and provided with such rights, preferences, privileges and other terms (excluding the right of appointment of director to any Group Company or any veto right).

(vi)

Access and Information. From the date hereof until the Conversion Closing, the Warrantors shall permit the Purchaser, or any representative thereof, at their own expense, to (a) visit and inspect the properties of the Group Companies, (b) inspect the contracts, books of account, records, ledgers, and other documents and data of the Group Companies, (c) discuss the business, affairs, finances and accounts of the Group Companies with officers and employees of the Group Companies, and (d) review such other information as the Purchaser reasonably request, in each case during normal business hours and in such a manner so as not to unreasonably interfere with the normal operations of the Group Companies. No information or knowledge obtained pursuant to this Section 7.2(vi) or otherwise by the Purchaser in connection with their due diligence will affect or be deemed to modify any representation or warranty contained herein or the conditions to the obligations of the Parties to consummate the transactions.

7.3	SAFE Rules and Regulations

7.4	Taxes Matters

(i)

meet all payment, withholding, and all other Tax compliance obligations in all material respects, as required under the Laws of the jurisdictions where such Group Company operates;

(ii)

at all times deal at arm’s length with any other Group Company or any Related Party in all material respects;

(iii)

properly withhold and pay all Taxes required to have been withheld and paid in connection with any amounts due, owing to or paid to any employees, external individual advisors and/or other Persons in accordance with applicable Tax Laws;

(iv)

comply with applicable Laws related to the PRC Tax invoices and obtain all proper tax invoices which truly reflect the nature and substance of the business; and

(v)

conduct business so that it does not have a trade or business, agency, branch or a permanent establishment or become a tax resident in a country outside its country of incorporation.

7.5	No Tax Liability

(i)

the Purchaser shall have no obligation to pay any Tax of any nature that is required by applicable Law to be paid by any of (a) the Group Companies or (b) the direct and indirect partners, members and shareholders of the Group Companies (excluding the Purchaser and the director or indirect partners, members and shareholders of the Purchaser) arising out of the transactions contemplated by this Agreement; and

(ii)

each of the Group Companies shall bear and pay any Tax of any nature that is required by applicable Law to be paid by it arising out of the transactions contemplated by this Agreement.

7.6	Non-compete and Full-time

(i)

Each PD Founder undertakes to the Purchaser that for as long as he is a shareholder, director and/or employee of any Group Company and a period of two (2) years after he ceases to be a shareholder, director and/or employee of any Group Company, he shall not, either on his own account or through any of his Affiliates or in conjunction with or on behalf of any other Person:

A.

carry on or be engaged, concerned or otherwise interested in, directly or indirectly, whether as shareholder, director, employee, partner or agent, any business in direct competition with the Current Business of the Group Companies in the PRC and any other geographic territory in which the Group Companies then actively operates;

B.

solicit or entice away or attempt to solicit or entice away from any Group Company, the custom of any person, firm, company or organization who is or shall at any time within twelve (12) months prior to such cessation have been a customer, client, representative, agent or correspondent of such Group Company or in the habit of dealing with such Group Company; or

C.

employ, solicit or entice away or attempt to employ, solicit or entice away from any Group Company any Person who is or shall have been at the date of or within twelve (12) months prior to such cessation an officer, manager, consultant or employee of any such Group Company whether or not such Person would commit a breach of contract by reason of leaving such employment or engagement (other than pursuant to advertisements of general circulation).

(ii)

The PD Founders hereby covenant that each of them shall continue to devote all of his time to managing the business and operations of the Group Company, shall remain actively involved in the leadership of the Company, and shall not, without the prior written consent of the Purchaser, either on his own account or through any of his Affiliates, or in conjunction with or on behalf of any other Person, possess, directly or indirectly, the power to direct or cause the direction of the management and business operation of any other entity (A) through the ownership of any equity interest in such entity, (B) by occupying half or more of the board seats of such entity, or (C) by contract or otherwise, except for any Financial Investment made by any PD Founder to any entity other than the Group Companies which will not adversely affect any Group Company or the Business. For the purpose of this Section 7.6(ii), “Financial Investment” shall mean any investment made solely for the purpose of future financial return without substantially involving in the management and business operation of the invested entity.

(iii)

Key Man Clause

(iv)

The Warrantors, jointly and severally, hereby covenant that each Key Employee shall enter into an employment contract or other contracts of the similar nature with any of Group Companies, pursuant to which, for as long as he/she is an employee or director of any Group Company and a period of two (2) years after he/she ceases to be an employee or director of any Group Company, such Key Employee shall, directly or indirectly

A.

not (i) be employed by any Company’s Competitor, including but not limited to, as a director, manager, or employee of such Company’s Competitor; (ii) conduct any form of investment in any Company’s Competitor, including but not limited to, being the owner, shareholder, actual controller, partner or creditor of such Company’s Competitor; (iii) conduct any business transaction with any Company’s Competitor, including but not limited to, becoming a business agent, supplier or distributor of such Company’s Competitors; (iv) provide any Company Competitor with any form of advice or suggestion; (v) enter into any agreement, make any undertaking or take any other arrangement, if such agreement, undertaking or arrangement limits or damages or will likely limit or damage the Group’s business; or (vi) for the interest of any Company’s Competitor, compete with the Group or its Affiliates for recruiting, lobbying or contacting with (or attempting to recruit, lobby or contact with) the then-current or potential corporate clients, agents, suppliers and/or independent contractors, etc., or any Person employed by the Group or its Affiliates (regardless of the position of such Person or whether it will constitute a breach of contract);

B.

not engage any of the following activities, no matter by himself/herself or through his/her Affiliates, (i) in his/her own name, or on behalf of any other entity, hiring, encouraging, soliciting, seducing or attempting to hire, encourage, solicit, seduce any employee to leave the Group, or inducing any employee to be employed by any Company’s Competitor, regardless of the reason; or in any way (including but not limited to providing advice or information) to help or encourage any employee to leave the Group; or suggest or recommend any company, business, or other business entity to hire, encourage, solicit, seduce, or attempt to hire, encourage, solicit, seduce any employee of the Group to leave; or (ii) use any name that is confusingly similar to the name of the Group or any other name used by the Group during operation, or use the aforementioned names to form or otherwise create any business entity, organization, or domain name;

C.

acknowledge that the ownership and all commercial interests of any intellectual property that is developed, invented, researched, designed, created, updated, and produced by himself/herself or with other entities during the term of being an employee or director and one (1) year thereafter, shall be attributed to the Group, and for this purpose, each Key Employee shall make or cause the other party to take all required, appropriate or necessary actions under applicable Laws and execute and deliver all necessary documents.

(v)

Each and every obligation under this Section 7.6 shall be treated as a separate obligation and shall be severally enforceable as such and in the event of any obligation or obligations being or becoming unenforceable in whole or in part, such part or parts which are unenforceable shall be deleted from such Section and any such deletion shall not affect the enforceability of the remainder parts of such Section.

(vi)

If any restrictions in this Section 7.6 shall be adjudged to be invalid or unenforceable as being in excess of what is reasonably required for the protection of the Group or the Shareholders, but would be valid if parts of this Section 7.6 were deleted or the scope herein reduced, all restrictions in this Section 7.6 shall apply with such modifications as may be necessary to make them legally valid and effective.

8.	Confidentiality

8.1	Disclosure of Terms

8.2	Permitted Disclosures

8.3	Legally Compelled Disclosure

8.4	Other Exceptions

9.

Indemnity

9.1	General Indemnity

9.2	Specific Indemnity

9.3	Additional Amount

10.	Miscellaneous

10.1	Further Assurances

10.2	Successors and Assigns

10.3	Governing Law

10.4	Dispute Resolution

(i)

Any dispute, controversy or claim arising out of, in connection with or relating to this Agreement, including the interpretation, validity, invalidity, breach or termination thereof, shall be settled at the Hong Kong International Arbitration Centre by arbitration. The award of the arbitration tribunal shall be final and binding upon the Parties, and the prevailing Party may apply to a court of competent jurisdiction for enforcement of such award.

(ii)

The arbitration shall be conducted in Hong Kong under the Hong Kong International Arbitration Centre Administered Arbitration Rules in force. The number of arbitrators shall be three. The arbitration shall be conducted in the English language.

(iii)

The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal.

(iv)

When any dispute occurs and when any dispute is under arbitration, except for the matters in dispute, the Parties shall continue to fulfill their respective obligations and shall be entitled to exercise their rights under this Agreement.

10.5

Notices

10.6	Rights Cumulative

10.7	Fees and Expenses

10.8	Severability

10.9	Amendments and Waivers

10.10

No Waiver

10.11

Delays or Omissions

10.12

No Presumption

10.13

Headings and Subtitles; Interpretation

10.14

Counterparts

10.15

Entire Agreement

THE PURCHASER:	Waton AI Genius Holding Limited
	By:	/s/ DONG Xianghan
		Name: DONG Xianghan
		Title: Authorized Representative

PD FOUNDERS:	LI Yuqi
	LIU Bingjun

PD Founders	Identification Card Number	Nationality
LI Yuqi (李昱琦)	[redacted]	PRC
LIU Bingjun (刘炳君)	[redacted]	PRC

1.	Organization, Good Standing and Qualification

(i)

The Company is duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands. Each of the other Group Companies is validly existing and in good standing with its business license and articles of association in full force and effect under, and in compliance with, the Laws of the PRC or the Laws of other competent jurisdictions. Each other Warrantor (except the PD Founders) is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Each Group Company has all requisite legal and corporate power and authority to own, lease and operate its properties and assets and to carry on its business as now conducted, and is duly qualified to transact business in each jurisdiction it conducts its business. The Group have duly established requisite Subsidiaries and/or branches where it conducts Business in accordance with relevant Laws.

(ii)

The PD Founder Holdco is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated and has all requisite corporate power and authority to own, lease and operate its respective properties and assets and to conduct the business, and to perform each of its obligations hereunder and under any other Transaction Documents to which it is a party. The PD Founder Holdco has been in compliance with its Charter Documents in all material respects, and the PD Founder Holdco has not violated or breached any of its respective Charter Documents.

(iii)

Each Founder is of sound mind, has the legal capacity to enter into this Agreement and the other Transaction Documents to which he is a party, has entered into or will enter into this Agreement and the other Transaction Documents to which he is a party on his own will, and understands the nature of the obligations to be assumed by him under this Agreement and the other Transaction Documents to which he is a party.

2.	Capitalization and Voting Rights

(i)

Company. Immediately prior to the Note Closing, the Company shall be authorized to issue a maximum of 500,000,000 shares divided into 500,000,000 Ordinary Shares of US$0.0001 each, of which 30,000,000 are issued and outstanding; the rights, privileges and preferences of the Ordinary Shares are as set out in the Current Memorandum and Articles. Immediately prior to the Conversion Closing, the Company shall be authorized to issue a maximum of 500,000,000 shares divided into (a) 492,500,000 Ordinary Shares of US$0.0001 each, of which 30,000,000 are issued and outstanding, and (b) 7,500,000 Founding Partner Preferred Shares of US$0.0001 each, none of which is issued and outstanding; the rights, privileges and preferences of the Ordinary Shares and the Preferred Shares are as set out in the Amended Memorandum and Articles. Except for up to 6,617,647 Ordinary Shares reserved for issuance of under future stock incentive plan of the Company or as otherwise expressly contemplated or permitted under the Transaction Documents, (i) there are no options, warrants, conversion privileges or other rights, or agreements with respect to the issuance thereof, presently outstanding to purchase any shares or equity interest of any Group Company, (ii) no shares or equity interest of any Group Company, or shares or equity interest issuable upon exercise or exchange of any outstanding options, or other shares or equity interest issuable by any Group Company, are subject to any preemptive rights, rights of first refusal or other rights to purchase such shares (whether in favor of such Group Company or any other Person).

(ii)

No Other Securities. Except (a) as set out in subsection (i) above, (b) the conversion privileges of the Preferred Shares and (c) certain rights provided in the Shareholders Agreement and the Amended Memorandum and Articles: (1) there are no and at the Note Closing or the Conversion Closing (as applicable) there will not be any authorized or outstanding Equity Securities of any Group Company; and (2) no Group Company is a party or subject to any agreement that affects or relates to the voting or giving of written consents with respect to, or the right to cause the registration, redemption, or repurchase of, any Equity Security of such Group Company.

(iii)

Issuance and Status. All presently outstanding Equity Securities of each Group Company were duly and validly issued (or subscribed for) in compliance with all applicable Laws, preemptive rights of any Person, and applicable Contracts and are fully paid and non-assessable. All share capital of each Group Company is and as of the Note Closing or the Conversion Closing (as applicable) shall be free of any and all Liens (except for any restrictions on transfer under the Transaction Documents or applicable securities Laws). There are no (a) resolutions pending to change the share capital of any Group Company or cause the liquidation, winding up, or dissolution of any Group Company or (b) dividends which have accrued or been declared but are unpaid by any Group Company.

3.	Corporate Structure; Subsidiaries

4.	Authorization

5.	Valid Issuance of Securities

6.

Approvals

7.

Offering

8.

Permits

(i)

Each Group Company (including the ownership thereof, any change of shareholding structure from the date of its incorporation, the operation of its business, and the ownership and use of its assets) has been and is in compliance with all applicable Laws, including but not limited to the Anti-Corruption Laws.

(ii)

The business of each Group Company as now conducted and proposed to be conducted (including any business proposed to be conducted by entities that are not currently existing as of the Note Closing and/or the Conversion Closing) are in compliance with all Laws and regulations that may be applicable, including without limitation all Laws of the PRC with respect to mergers, acquisitions, foreign investment and foreign exchange transactions.

(iii)

No event has occurred and no circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by any Group Company of, or a failure on the part of such Group Company to comply with, any applicable Law or (b) may give rise to any obligation on the part of a Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

(iv)

No Group Company has received any notice from any Governmental Authority regarding (a) any actual, alleged, possible or potential material violation of, or material failure to comply with, any applicable Law or (b) any actual, alleged, possible or potential material obligation on the part of such Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. The Company is not under investigation with respect to a violation of any applicable Law.

(v)

None of the Warrantors and other Group Companies has been subject to any indictment, convicted in any criminal case, or found by a court of providing misleading information in any matter.

10.	Anti-Bribery, Anti-Corruption, Anti-Money Laundering, Anti-Terrorism and Sanctions

(i)

Each Group Company, including any shareholder, director, officer, employee, agent, consultant, service provider or representative acting for or on behalf of the foregoing (individually and collectively, a “Company Representative”), has complied with all applicable Anti-Corruption Laws.

(ii)

Each Group Company has maintained and will maintain complete and accurate books and records and effective internal controls in accordance with the Anti-Corruption Laws.

(iii)

No Group Company nor any Company Representative has been subject to any investigation, litigation, penalties, or claims by a Governmental Authority or any third party for violation of the Anti-Corruption Laws.

(iv)

No Company Representative of any Group Company is currently a Public Official. If any such Company Representative becomes a Public Official during the term covered by this Agreement, the Company shall notify the Purchaser immediately so that the Purchaser may, and hereby reserves the right to, take whatever precautions and actions may be appropriate to assure compliance with the Anti-Corruption Laws.

(v)

No Public Official is associated with, or owns an interest, whether direct or indirect, in any Group Company, or has any legal or beneficial interest in the proposed Agreement contemplated herein, or any payments to be made under the Agreement. If a Public Official obtains any such interest, the Company shall notify the Purchaser immediately so that the Purchaser may, and hereby reserves the right to, take whatever precautions and actions may be appropriate to assure compliance with the Anti-Corruption Laws.

(vi)

No Group Company nor any Company Representative, shall, directly or indirectly, make or authorize any offer, gift, payment, or transfer, or promise of, any money or anything else of value, or provide any benefit, to any Public Official, Government Entity or Person that would result in a breach of the Anti-Corruption Laws.

(vii)

Each Group Company has at all times conducted its operations in compliance with all applicable financial recordkeeping, reporting, organizational, and training requirements of all money laundering and anti-terrorism laws of each jurisdiction where the Group Company conducts business and/or owns assets (collectively, the “Anti-Money Laundering and Anti-Terrorism Laws”). No proceeding by or before any Government Authority involving any Group Company with respect to the Anti-Money Laundering and Anti-Terrorism Laws is pending or is threatened.

(viii)

No Group Company or Company Representative is a Prohibited Person, and no Prohibited Person will be given an offer to become a Company Representative. No Group Company has conducted or agreed to conduct any business, or entered into or agreed to enter into any transaction, with a Prohibited Person.

11.	Certain Regulatory Matters

(i)

The PD Founders, the PD Founder Holdco and the Group Companies have obtained any and all Approvals from applicable Governmental Authorities and have fulfilled any and all fillings and registration requirements with applicable Governmental Authorities necessary in respect of the PD Founders, the PD Founder Holdco, and their investment in the Group Companies, and in respect of the Group Companies and their operations, respectively. All filings and registrations with applicable Governmental Authorities required in respect of the Group Companies, the PD Founder Holdco and the PD Founders, including but not limited to the registrations with the Ministry of Commerce (or any predecessors), the Ministry of Industry and Information Technology, the Ministry of Public Security, the Ministry of Transport, SAMR, SAFE, tax bureau, customs authorities, product registration authorities, health regulatory authorities and the local counterpart of each of such Governmental Authorities, as applicable, have been duly completed in accordance with applicable Law. No PD Founder, PD Founder Holdco or Group Company has received any letter or notice from any applicable Governmental Authorities notifying it of the revocation of any Approval issued to it or the need for compliance or remedial actions in respect of the activities carried out directly or indirectly by any PD Founder, PD Founder Holdco or Group Company. Each Group Company has been conducting its business activities within the permitted scope of business or is otherwise operating its businesses in full compliance with all relevant Laws and Governmental Orders, including the Business, with all requisite Approvals by the competent Governmental Authorities.

(ii)

Neither the Warrantors nor any of the SAFE Subject Persons has received any oral or written inquiries, notifications, orders or any other forms of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations and the Company and the SAFE Subject Persons have made all oral or written filings, registrations, reporting or any other communications required by SAFE or any of its local branches.

12.	Compliance with Other Instruments

13.	Actions and Governmental Orders

14.	Charter Documents; Books and Records

15.	Financial Statements

16.

Changes

(i)

issuance or sale of any equity interest, debenture or other securities (or any options, warrants or other rights to purchase any share) of any Group Company; increase, decrease or transfer of equity interest of any Group Company;

(ii)

any capital expenditure with respect to the purchase of any Real Property, equipment or intangible assets (excluding bicycles or electric bicycles) in excess of RMB1,000,000 in a single transaction;

(iii)

any purchase, acquisition, sale, lease, disposal of or other transfer of any assets with a book value of at least the lower of (a) more than RMB1,000,000 or (b) accounting for more than 5% any Group Company’s total asset value, or otherwise that are individually or in the aggregate material to any such Group Company or its business or absence of which would be expected to have a Material Adverse Effect, whether tangible or intangible; or any acquisition (by merger, consolidation or other combination, or acquisition of stock or assets, or otherwise) of any business or other Person or division thereof;

(iv)

any waiver, termination, settlement or compromise of a valuable right (including without limitation any Action) or of a debt in an amount exceeding RMB1,000,000;

(v)

any incurrence, creation, assumption, repayment, satisfaction, or discharge of (1) any Lien on any property or asset valued more than RMB1,000,000 of any Group Company or (2) any indebtedness, or the making of any loan or guarantee to any Person (other than any Group Company), or the making of any investment or capital contribution;

(vi)

any amendment to any material provisions of any Material Contract, any entering into of any new Material Contract except in the ordinary course of business, or any termination of any Material Contract, or amendment to any Contract to make such Contract a Material Contract, or any amendment to any Charter Document, or any amendment to or waiver under any Charter Document;

(vii)

any declaration, setting aside or payment or other distribution in respect of any Equity Securities, or any direct or indirect redemption, purchase or other acquisition of any Equity Securities;

(viii)

any damage, destruction or loss, whether or not covered by insurance, adversely affecting the assets, properties, financial condition, operations or business of any Group Company;

(ix)

dismissal or termination of employment of any Key Employee;

(x)

any material changes in accounting methods or practices or any revaluation of any of its assets;

(xi)

except in the ordinary course of business consistent with its past practice, entry into any settlement of any claim or assessment in respect of any material Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of any material Taxes, entry or change of any material Tax election, change of any method of accounting resulting in a material amount of additional Tax or filing of any material amended Tax Return;

(xii)

license of any material Company Intellectual Property, permitting any Company Intellectual Property to lapse or become abandoned, donated or waived, or any disclosure of any Group Company’s material trade secret, recipe, working process, proprietary technology or other Company Intellectual Property which is not public information before such disclosure, other than any disclosure in accordance with any applicable Laws or confidentiality agreement;

(xiii)

entering into any partnership, joint venture or other profit sharing agreement;

(xiv)

any event that has resulted, or would be expected to result, in a Material Adverse Effect to the transactions contemplated hereunder or the operation of the Group and its Business;

(xv)

expiration, termination or any permit, approval or license with respect to any Group Company or its Business, or failure to renew any of the same;

(xvi)

any agreement or commitment, or cause the management of the Group Company to agree or commit, to do any of the things described in this Schedule I Section 16, save for any transactions under any Transaction Documents.

18.	Material Contracts

19.	Title; Properties

(i)

Title. The Group Companies have good and valid title to, or a valid leasehold interest in, all of their assets, whether real, personal or mixed, purported to be owned by them (including but not limited to all such assets reflected in the Financial Statements), free and clear of any Liens. The foregoing assets collectively represent in all material respects all assets, rights and properties necessary for the conduct of the business of the Group in the manner conducted during the periods covered by the Financial Statements. Except for leased items, no Person other than a Group Company owns any interest in any such assets. All leases of real or personal property to which a Group Company is a party are fully effective and afford the Group Company valid leasehold possession of the real or personal property that is the subject of the lease.

(ii)

Real Property. No Group Company has any right or interest in any premises or land other than the Leased Real Property. All Leased Real Property are held under valid, binding and enforceable leases of a Group Company, free of Lien of any kind. No Group Company is in material violation or breach of any applicable Laws related to the Real Property or relevant lease contracts. There are no facilities, services, assets or properties shared with any other Person which is not a Group Company, which are used in connection with the business of the Group. Any rent specified in the lease or sublease of any Leased Real Property is the true amount of rent payable by the Group Company with no other agreements or arrangements with respect to the same.

20.	Intellectual Property Rights

(i)

Company Intellectual Property. The Group owns, has the sufficient rights (including but not limited to the rights of development, maintenance, licensing and sale) to, or otherwise has the licenses to use all Intellectual Property (“Company Intellectual Property”) necessary and sufficient to conduct its business and any business as proposed to be conducted by the Group without any conflict with or infringement of the rights of any other Person.

(ii)

Infringement, Misappropriation and Claims. No Group Company has violated, infringed or misappropriated in any material respect any Intellectual Property of any other Person, nor has any Group Company received any written notice alleging any of the foregoing. No Person has violated, infringed or misappropriated any Company Intellectual Property, and no Group Company has given any written notice to any other Person alleging any of the foregoing. No Group Company has agreed to indemnify any Person for any infringement, violation or misappropriation of any Intellectual Property. Each Group Company has complied in all aspects with all relevant license agreement with respect to its use of the open-source software. The execution, delivery and performance of the Transaction Documents and the consummation of the transactions contemplated hereby and thereby, will not result in any change or damages to any Company Intellectual Property.

(iv)

Assignments and Prior IP. All former or current employees, contractors, agents and consultants of a Group Company who are or were involved in the creation of any Intellectual Property for such Group Company have executed an assignment of inventions agreement that vests in the Group Company exclusive ownership of all right, title and interest in and to such Intellectual Property, to the extent not already provided by Law. It will not be necessary to utilize any inventions, trade secrets or proprietary information or other Intellectual Property of any of its employees or of any other Person (whether a former employee of a Group Company or otherwise), except for inventions, trade secrets or proprietary information that have been properly assigned to and are exclusively owned by a Group Company. None of the officers, employees and consultants currently or previously employed or otherwise engaged by any Group Company is in violation of any current or prior confidentiality, non-competition or non-solicitation obligations to any Group Company or to any other Persons, including former employers. None of the Key Employees of any Group Company is obligated under any Contract, or subject to any Governmental Order, that would interfere with the use of his or her best efforts to promote the interests of the Group or that would conflict with the business of the Group as presently conducted.

(v)

Protection of IP. The Group has taken any and all reasonable and appropriate steps to register, protect, maintain and safeguard the Company Intellectual Property and has had executed appropriate nondisclosure and confidentiality agreements and made all appropriate filings, registrations and payments of fees in connection with the foregoing.

(vi)

Data Privacy. In connection with its collection, storage, transfer (including, without limitation, any transfer across national borders) and/or use of any personally identifiable information from any individuals, including, without limitation, any customers, prospective customers, employees and/or other third parties (collectively “Personal Information”), the Group is and has been in compliance with in all material respects all applicable laws in all relevant jurisdictions, the Group’s privacy policies and the requirements of any contract or codes of conduct to which the Group is a party. The Group has commercially reasonable physical, technical, organizational and administrative security measures and policies in place to protect all Personal Information collected by it or on its behalf from and against unauthorized access, use and/or disclosure. The Group is and has been in compliance in all material respects with all laws relating to data loss, theft and breach of security notification obligations.

21.	Labor and Employment Matters

(i)

Key Employees. Schedule III enumerates each Key Employee of each Group Company, along with each such individual’s title. Each Key Employee has duly entered into labor contracts, confidentiality agreements and non-competition agreements with relevant Group Company and is currently (and has been since their respective dates of employment by the applicable Group Company) devoting all of his or her business time to the conduct of the business of the Group. No Key Employee has given any notice of an intent to resign, and no Group Company has any intention of terminating the employment of any Key Employee. No Key Employee of any Group Company is obligated under, or in material violation of any term of, any Contract or any Governmental Order relating to the right of any such individual to be employed by, or to contract with, such Group Company. No Group Company has received any notice alleging that any such violation has occurred.

(ii)

Actions; Compliance. There is no, and there has not been in the last three (3) years, any Action relating to the violation or alleged violation of any Law by any Group Company pertaining to labor relations or employment matters, including any charge or complaint filed by an employee with any Governmental Authority or any Group Company. Each Group Company has complied in all respects with all Laws relating to employment, wages, hours, overtime, working conditions, benefits, retirement, termination, Taxes, equal opportunity, collective bargaining, labor dispatch, outsourcing and health and safety. Each Group Company is in compliance with each Law relating to its provision of any form of Social Insurance, and has paid, or made provision for the payment of, all Social Insurance contributions required under applicable Law in a timely manner. Each Group Company has paid in full to each employee all amounts payable by virtue of applicable Laws and applicable terms of employment applicable to such employee, including all wages, overtime payments, bonuses, benefits, severance payments and all compensation due to such employee. There has not been, and there is not now any pending or threatened strike, union organization activity, lockout, slowdown, picketing, or work stoppage with respect to the employees of any Group Company or any unfair labor practice charge against any Group Company.

22.	Tax Matters

(i)

Each member of the Group has duly and timely filed or submitted all Tax Returns as required by Law to have been filed or submitted by it and all such Tax Returns are true, correct, and complete in all respects and were prepared in compliance with all applicable Laws. Each member of the Group has paid in full all Taxes (whether or not shown on any Tax Returns) required to be paid by it. No Tax Liens (other than for current Taxes not yet due or payable) are currently in effect against any of the assets of any member of the Group.

23.	Related Party Transactions

24.	No Investment

(i)

None of the PD Founders, PD Founder Holdco or Key Employees and the Affiliate of any of the them (i) directly or indirectly, owns, manages, is engaged in, operates, Controls, works for, consults with, renders services for, does business with, maintains any interest in (proprietary, financial or otherwise) or participates in the ownership, management, operation, or Control of, any Business or any business which is in competition with the Business of the Group Companies, whether in corporate, proprietorship or partnership form or otherwise, or (ii) directly or indirectly, invest in any entity other than the Group Companies, including whether as owner, shareholder, actual controller or creditor of such entity (other than any investment in the securities of any entity which are listed or traded on any generally recognized stock exchange, provided that such Founder or Key Employee (as the case may be) (x) do not in aggregate hold securities representing more than one percent (1%) of the total issued securities of such entity and (y) are not involved in the management of the business of, or other relations with, such entity). There has been no breach of the non-competition obligation of any PD Founder, or PD Founder Holdco to any other Person.

(ii)

There is no non-competition agreement or other similar arrangement which impose any limitations on any Warrantor, the Purchaser or any Affiliate of them. No Warrantor has violated the any non-competition agreement or other confidentiality agreement or similar obligation with any Person. No Warrantor has executed any non-competition agreement with, or been bound by any non-competition obligations to, any Person (in terms of any individual, to any of his/her prior employers).

25.	Business Plan and Projections

26.	Continuous Operation

(i)

Each Group Company operates its Business from the date of its incorporation in a continuous manner. The Business constitutes all the business or undertaking engaged by the Group. Particularly, the Group has not engaged in any business of insurance, banking and financial service, telecommunications, and public facility service (other than its cycling business).

27.	Red-Chip Restructuring

(i)

Upon completion of the Red-Chip Restructuring: the Company is the ultimate holding company of the Group Companies, which owns or Controls each of the Domestic Group Companies and is able to effectively consolidate each of the Domestic Group Companies into its consolidated financial statements.

(iii)

As of the Conversion Closing, in connection with the Red-Chip Restructuring, each of the Warrantors has complied with all applicable Laws, including but not limited to all applicable PRC Laws relating to foreign exchange, transfer of equity interest and tax.

28.	Disclosure

	No	Name	Position
	1.	LI Yuqi (李昱琦)	Chief Executive Officer
	2.	LIU Bingjun (刘炳君)	Technical Director
	3.	WU Jianing (吴佳宁)	Marketing Director

(i)	Each Group Company shall comply with and continuously improve its corporate governance and legal compliance in all aspects, including but not limited to aspects of management, environment, health, safety, Tax and labor.

(ii)

Each Group Company shall use its best efforts (a) to comply with each and every requirement stipulated in each national and regional enacted Law for it to conduct Business, including any guidance or suggestive requirement, and (b) to continuously communicate with competent Government Authority in respect of any updates or developments in national and regional regulations and policies relating to the Business.

(iii)

Each Group Company shall conduct the Business in accordance with applicable Laws and good business practices at all times, including but not limited to the applicable Anti-Bribery Laws, Sanctions, and Anti-Money Laundering Laws, and applicable PRC Laws relating to the Business, data privacy, cyber security, Intellectual Property, taxation, employment, Social Insurance, foreign exchange, environmental protection, bidding, and the sale of any products or provision of any services.

(iv)	Each Group Company shall take all necessary measures to protect the Intellectual Property it actually uses or owns and to take all necessary and feasible actions to maintain such Intellectual Property; and to use any Intellectual Property in a legal manner.

(v)	The Group Companies shall duly register all of the trademarks in all the categories required or necessary for the operation of the Business as promptly as practicable.

(vi)	Each Group Company shall procure each of its shareholders to contribute the registered capital subscribed by such shareholder respectively within the time limit as stipulated in the Charter Document of each Group Company.

(vii)

The Group Companies shall actively perform other duties and obligations under the Transaction Documents.

(viii)

Each Group Company shall obtain certain required approvals and licenses necessary for the Business operation in a timely manner in accordance with the Law.

(ix)

In accordance with the PRC Law and requirements of competent authorities, each Group Company shall open accounts for Social Insurance and housing fund, duly and legally declare and pay all the applicable Social Insurance for employees, withhold and remit employees’ share of Social Insurance, and pay or make proper accounting preparations for the Social Insurance amounts that have been unpaid or underpaid as of the Note Closing.

(x)

Each Group Company shall hire employees with professional knowledge, management skills and work experience in accordance with the development of Business. The Group Companies shall cause all of their respective existing employees to enter into an employment agreement and a confidentiality, non-solicitation and invention assignment agreement or an employment agreement containing confidentiality, non-solicitation and invention assignment provisions within three (3) months following the Note Closing. The Group Companies shall also cause all of their respective future employees to enter into an employment agreement and a confidentiality, non-solicitation and invention assignment agreement or an employment agreement containing confidentiality, non-solicitation and invention assignment provisions, and shall cause all of the future key employees to enter into an employment agreement and a confidentiality, non-compete, non-solicitation and invention assignment agreement or an employment agreement containing confidentiality, non-compete, non-solicitation and invention assignment provisions, provided that the terms and conditions of such form agreements shall remain substantially the same as those reviewed and acknowledged by the Purchaser prior to its subscription.

(xi)	Each Group Company shall optimize the asset structure of the Group Companies in accordance with the development of Business, to ensure the Group Companies can operate successfully in accordance with the business plan determined by the Board of Directors.

(xii)

Each Group Company shall improve the method of internal management and statement preparation, so that the shareholders of the Company are able to know and supervise the financial position of the Group Companies in a timely manner, and to standardize each of financial regulations and operations.

(xiii)

The relevant Group Companies shall, as promptly as practicable, (a) improve the internal management over rentability review mechanism of the Lease Real Property, (b) complete the registration of the lease agreements promptly for Leased Real Property that is important to the Business operation of the Group Companies, and (d) re-execute or novate, as applicable, relevant existing lease agreements to ensure the lessee under each such lease agreement shall be the Group Company actually using the relevant Leased Real Property, or, as applicable, obtain written consent from the lessor with respect to the use of the Leased Real Property by a Group Company other than the lessee of the lease agreement. For the lease agreement(s) of the Leased Real Property executed after the Note Closing, these lease agreement(s) shall be executed by the lessor and the Group Company which actually uses the relevant Leased Real Property.

(xiv)

The Group Companies shall, as promptly as practicable, sort out the business process, to ensure the corresponding turnover tax declaration to be in consistent with the Business substance and compliance with the Tax Laws.

(xv)	The Company shall purchase sufficient director liability insurances in line with market practice for its Directors as promptly as practicable in accordance with the requirements of Law or as requested by the Board of Directors.

(xvi)

Each relevant Group Company and/or the PD Founder shall, as promptly as practicable, take all necessary measures to comply with all applicable reporting and/or registration requirements under SAFE Rules and Regulation.

(xvii)

Domestic Parent shall, and each Founder and Group Company shall use best efforts to procure Domestic Parent to promptly obtain the value-added telecommunications business licenses (type B25 and type B21).

(xviii)

Domestic Parent shall, and each Founder and Group Company shall use best efforts to procure Domestic Parent to complete the Cyber-security Classified Protection Filing within three (3) months following the Note Closing.

(xix)

Domestic Parent shall, as promptly as practicable, acquire or purchase all the shares of 量知引擎文化传媒（重庆）有限公司, and complete all necessary registration filings and procedures with the relevant Governmental Authority in connection with such acquisition.

(xx)

The Group Companies shall, as promptly as practicable, take all steps as stipulated under the User Funds Measures to ensure that all deposit and advance collected by Group Companies shall be stored and kept in compliance with the User Funds Measures and any other applicable Laws, including without limitation, transferring any and all user deposit and advance to the special saving accounts from time to time. “User Funds Measures” means all policies, procedures, systems, contractual arrangements, and regulatory measures adopted by the Group to safeguard, segregate, administer, and account for end‑user monies (including prepaid balances, deposits, stored value, escrowed funds, settlement proceeds.

(xxi)

The Group Companies shall, as promptly as practicable, cooperate with third party payment institution that holds third party payment license (payment through the network) for the payment services for its AI-Powered quantitative trading services and other related fintech services business, and adjust the payment services for the foregoing business so as to comply with the applicable Laws and regulatory requirements of the competent Governmental Authority.

(xxii)

The Group Companies shall, within six (6) months following the Note Closing, establish and implement anti-money laundering internal control policies and procedures to satisfactory of the Purchaser, and make any necessary adjustment to the payment and settlement mechanisms during operation of the Business, to ensure that such mechanisms comply with Anti-Money Laundering Laws, and all the other applicable PRC Laws relating to anti-money laundering requirements.

(xxiii)

The Group Companies shall, within three (6) months following the Note Closing, engaged PRC legal counsel (reasonably acceptable to the Purchaser) to conduct a compliance review of the Business within the PRC, and provide the Purchaser with a copy of the compliance review report and implement any necessary remedial measures identified therein. Notwithstanding the foregoing, the Group Companies shall not conduct any copy trading business or similar investment advisory services within the PRC, and such business, if conducted outside the PRC, shall be operated exclusively through any Group Company registered outside the PRC and only after obtaining all necessary licenses and regulatory approvals required under the applicable laws of the relevant offshore jurisdiction(s).

(xxiv)

The Group Companies shall, as promptly as practicable, take all necessary steps as stipulated under the Laws of personal information protection and data collection to ensure that the websites, APPs and other media or platforms operated by the Group Companies are in compliance of such Laws.

(xxv)

The Group Companies shall, as promptly as practicable, complete the registration of all patents under application.

(xxvi)

The Group Companies shall, as promptly as practicable, adjust the management method of the labors whose salaries are paid by any third party on behalf of any Group Company, to comply with relevant Laws, and ensure that all the employees’ salaries and Social Insurance (including housing provident funds) are paid directly by the Group Companies respectively.

(xxvii)

The Group Companies will comply with all inter-company borrowing procedures detailed in the relevant Charter Documents and pursuant to applicable Law.

(xxviii)

All contracts, agreements and documents of a similar nature including Related Party Contracts entered into between any of the Group Companies and any Related Parties and Affiliates and any transactions contemplated thereunder shall be performed in the manner of an arms-length transaction.

(xxix)

The PD Founders shall, as promptly as practicable, transfer, dispose of or otherwise divest all of their shareholdings in such companies as designated in writing with the Purchaser, or procure the deregistration or dissolution of such companies.

(xxx)

LIU Bingjun shall use best efforts to promptly resolve and settle the loan dispute between himself and the other shareholders of 上海绪云信息技术有限公司 through negotiation, mediation, or other mutually agreed means, and thereafter cause the dissolution of such company in accordance with applicable Law, and shall provide the Purchaser with written notice upon final settlement.

(xxxi)

The Group Companies shall, within six (6) months following the Note Closing, (a) terminate all arrangements involving the sharing or commingling of employees with any Related Parties, including secondment arrangements, dual employment relationships, or shared service arrangements; (b) eliminate all sharing or commingling of server resources and IT infrastructure with any Related Parties, including servers, databases, cloud services, network systems, and data storage facilities; and (c) establish and maintain independent personnel management systems and IT infrastructure that are wholly owned, controlled, and operated by the Group Companies without any dependence on or access by Related Parties;

(xxxii)

The Warrantors shall use best efforts to ensure that the actual business premises of each Group Company shall be consistent with its registered address stated on its respective licenses and permits, including the business license, as soon as practicable.

(xxxiii)

Each Group Company shall maintain complete and accurate books and records and effective internal controls (including but not limited to internal control over procurement, operation and maintenance, reimbursement), and continuously improve the systematic management on the Business and assets of the Group Companies that are consistent with customary practices and standards of companies engaged in businesses and operations similar to those of the Group Companies.

(xxxiv)

Immediately following establishment of any wholly-owned subsidiary in Singapore, the Group Company shall procure the execution by such subsidiary of a deed of adherence (Exhibit D) to join this Agreement as a Warrantor, and such subsidiary shall be jointly and severally liable with the Group Company for all Warrantor obligations hereunder.

(i)

The failure of any Group Company to obtain any approvals, licenses, permits or consents or complete any registrations, filings, report or notice required by the competent Governmental Authority or the applicable Laws as necessary for the conduct of the Business, to conduct the Business in compliance with all applicable Laws and the Governmental Orders, or to complete the registration or filing with the competent local branches of the SAMR in a timely manner as required by all applicable Laws.

(ii)	The failure of any Group Company to process the deposit and the advance paid by the users to the special saving accounts as required by the Laws.

(iii)

The violation of any SAFE Rules and Regulation by any Group Company or any SAFE Subject Person.

(iv)	The conduct of the Business and the use of Company Intellectual Property violated, infringed or misappropriated the Intellectual Property of any third party, and/or the infringement or misappropriation of any Intellectual Property of any third party by any Group Company.

(v)	Any penalties or other losses as a result from the violation by any Group Company, the PD Founder Holdco, the PD Founders and any of their respective employees of any applicable Anti-Corruption Laws and criminal Law.

(vi)

Any fines and late payment fees as a result of the underpayment or non-payment by any Group Company of its employees’ salaries and Social Insurance (including housing provident funds) and other violations by the Group Company of labor-related Laws of the PRC (including matters in respect of Social Insurance, employee working hour schedules, related registrations, account opening, labor dispatch, labor outsourcing and others).

(vii)

The failure of any Group Company to enter into written labor contracts, confidentiality agreements, and/or non-competition agreements with any of the Key Employees.

I.	Group Chart as of the date hereof

II.	Group Chart immediately prior to the Conversion Closing

Exhibit 10.2

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1% of the pre-money valuation, if the pre-money valuation >US$400 million;

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An appropriate rate negotiated in good faith if target’s pre-money valuation <US$400 million.

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Governing Law: This Agreement shall be governed by and construed in accordance with the laws of State of New York, without regard to conflict of laws principles. Any disputes shall be resolved exclusively in the courts located in New York State.

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Confidentiality: Subject to relevant SEC/Nasdaq disclosure requirement, each party shall keep confidential all non-public information received from the other and use it solely for purposes of this Agreement.

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Term and Termination: This Agreement commences on the date hereof and continues for 24 months or until the SPAC’s first Business Combination, whichever is earlier. It may be terminated earlier by either party upon written notice for material breach (with a 10-day cure period) or for convenience on 30 days’ notice. Sections relating to compensation (including the tail), confidentiality, representations, and recusal shall survive termination.

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Notwithstanding any other provision, for a period of 12 months following the date of execution of this Agreement, WTF may, in its sole discretion, terminate this Agreement or suspend and cancel all obligations hereunder (including the US$1,200,000 upfront payment) upon a 4 business days written notice to the Finder, if any of the following events occurs within such 12 months period:

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Disclosure: The Parties acknowledge that this Agreement (and any payments made hereunder) will be disclosed in applicable SEC filings, including the SPAC’s registration statements, any de-SPAC filing, and WTF’s Form 20-F, as a related-party transaction.

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Waiver: Waiver of any agreement or obligation set forth in this Agreement by any Party shall not prevent that Party from later insisting upon full performance of such agreement or obligation and no course of dealing, partial exercise or any delay or failure on the part of any Party hereto in exercising any right, power, privilege, or remedy under this Agreement or any related agreement or instrument.

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Assignment: This Agreement shall not be assignable by either Party hereto without the express written consent of the other Party; provided, however, that this Agreement shall be assignable by the Finder to any of its wholly-owned affiliates or successors without the consent of the other Party.

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Waiver of Rule of Construction: Each Party has had the opportunity to consult with its own legal counsel in connection with the review, drafting, and negotiation of this Agreement.  Accordingly, the rule of construction that any ambiguity in this Agreement shall be construed against the drafting party shall not apply.

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Severability: If any one or more of the provisions of this Agreement is adjudged to any extent invalid, unenforceable, or contrary to law by a court of competent jurisdiction, each and all of the remaining provisions of this Agreement will not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

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Force Majeure: Any Party shall be excused for failures and delays in performance of its respective obligations under this Agreement due to any cause beyond the control and without the fault of such Party, including without limitation, any act of God, war, terrorism, bio-terrorism, riot or insurrection, law or regulation, strike, flood, earthquake, water shortage, fire, explosion or inability due to any of the aforementioned causes to obtain necessary labor, materials or facilities.  This provision shall not release such Party from using its best efforts to avoid or remove such cause and such Party shall continue performance hereunder with the utmost dispatch whenever such causes are removed.  Upon claiming any such excuse or delay for non-performance, such Party shall give prompt written notice thereof to the other Parties, provided that failure to give such notice shall not in any way limit the operation of this provision.

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Authorization for Agreement: The execution and performance of this Agreement by WTF and the Finder have been duly authorized by all necessary laws, resolutions, and corporate action, and this Agreement constitutes the valid and enforceable obligations of WTF and the Finder in accordance with its terms.

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Duty to Cooperate: The Parties acknowledge that the Parties’ cooperation is critical to the ability of the Finder and WTF to successfully and efficiently perform their respective duties hereunder.  Accordingly, each Party agrees to cooperate fully with the other in formulating and implementing goals and objectives which are in WTF’s best interests.

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Entire Agreement: This letter constitutes the entire agreement between the Parties and may be amended only in writing. Electronic signatures are valid.

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Binding Effect. Subject to the provisions set forth in this Agreement, this Agreement shall be binding upon and inure to the benefit of the Parties hereto and upon their respective successors and assigns.

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[Signature page follows.]