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 December 2024

Commission File Number: 001-39803

Meiwu Technology Company Limited

(Translation of registrant’s name into English)

1602, Building C, Shenye Century Industry

No. 743 Zhoushi Road, Bao’an District

Shenzhen, People’s Republic of China

Telephone: +86-755-85250400

(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 ☐

~~Explanatory~~Development ~~Note~~of the Functional Skincare Business

On ~~December~~September 23, 2024, ~~Meiwu~~Shenzhen Vande Technology ~~Company~~Co., Limited (~~the~~ “~~Company~~Vande”) ~~closed~~ a ~~best-efforts~~limited ~~offering~~company (organized under the ~~“Primary~~laws of ~~Offering”)~~Hong Kong and a wholly owned subsidiary of 30Meiwu Technology Company Limited,~~000,000~~ ~~ordinary~~a ~~shares~~British Virgin Islands company (the “~~Primary Offering Shares~~Company”), incorporated a limited liability company under the laws of People’s Republic of China with the ~~Company,~~name noof ~~par~~Xiamen ~~value~~Chunshang ~~each~~Health Technology Co., Ltd. (the “~~Ordinary~~Chunshang ~~Shares~~Xiamen”). As previously disclosed, the Company was planning to ~~certain~~implement ~~investors~~a ~~pursuant~~strategic transition in its business to ~~that~~expand ~~certain~~into ~~securities~~the ~~purchase~~sales ~~agreement~~of (functional skincare products. In addition to the ~~“Primary~~preliminary steps it took to ~~Offering~~acquire ~~SPA”),~~certain ~~dated~~trademarks asfor certain skincare products and enter into letters of ~~November~~intent 27with distributors, ~~2024~~the Company, atthrough anChunshang Xiamen, ~~offering~~has ~~price~~entered into sales agreement with a client in the last quarter of ~~$0.80~~2024 ~~per~~to ~~share~~sell certain functional skincare products manufactured by the third-party manufacturer engaged by Chunshang Xiamen for RMB 250,000.

~~The~~Entry ~~Primary~~into ~~Offering~~Material Shares were sold pursuant to a registration statement on Form F-1, as amended (the “Registration Statement”, File No. 333-282379), filed with the U.S. Securities and Exchange Commission (the “Commission”), which was declared effective by the Commission on November 27, 2024. A final prospectus dated November 27, 2024 relating to this Offering was filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended.Agreements

~~The~~On ~~Company~~December ~~received~~10, ~~net~~2024, ~~proceeds~~Guogangtong ofTrading ~~$23~~(Shenzhen) Co.,~~895,000~~ ~~from~~Ltd. (“WFOE”), the ~~Primary~~wholly ~~Offering.~~owned ~~The~~subsidiary ~~Company~~of ~~currently~~Vande ~~intends~~entered into toan ~~use~~agreement (the ~~net~~“Termination ~~proceeds~~Agreement”) ~~from~~with ~~the~~Meiwu Zhishi Technology (Shenzhen) Co., Ltd. (“Meiwu ~~Offering~~Zhishi” ~~for~~or ~~the~~“VIE”), ~~development~~VIE’s shareholders to terminate of ~~its~~a ~~planned~~series ~~functional~~of ~~skincare~~contractual ~~business~~arrangements (“VIE Agreements”) by and ~~for~~among ~~general~~the ~~corporate~~VIE, ~~purpose~~the WFOE, asand ~~disclosed~~shareholders inof the ~~Registration Statement~~VIE.

InA ~~addition,~~copy asof ~~previously disclosed,~~ the ~~Company~~English ~~sold~~translation ~~30,000,000~~of ~~Ordinary~~the ~~Shares~~Termination toAgreement ~~Mr.~~is ~~Changbin~~attached ~~Xia,~~hereto ~~the~~as ~~chairman~~Exhibit of10.1. ~~the~~The ~~board~~foregoing ofdescription ~~directors~~ of the ~~Company,~~Termination Agreement atis ana ~~offering~~summary ~~price~~ of ~~$0.80~~the ~~per~~material ~~share,~~terms ~~pursuant~~of tosuch ~~a certain securities purchase~~ agreement, ~~dated~~and ~~October~~does ~~22,~~not ~~2024~~purport ~~(“Private SPA”).~~to ~~The~~be ~~Resale~~complete ~~Shares~~and ~~were~~is ~~also~~qualified ~~registered~~ in ~~the~~its ~~Registration~~entirety by ~~Statement.~~reference ~~The~~to ~~Company will not receive any proceeds from~~ the ~~sale~~Termination ~~of such Resale Shares~~Agreement.

~~Concurrently~~On ~~with~~December 24, 2024, the Company’s, ~~execution~~Magnum ofInternational ~~the~~Holdings ~~Primary~~Limited, ~~Offering~~a ~~SPA,~~British ~~Mr.~~Virgin ~~Xia~~Islands ~~entered~~company ~~into~~with limited liabilities and a ~~certain~~wholly ~~lock-up~~owned ~~agreement~~subsidiary (of the Company (“~~Lock-Up Agreement~~Magnum”) ~~pursuant~~and toan ~~which,~~individual ~~Mr.~~that ~~Xia~~is ~~agreed~~ not toaffiliated ~~directly~~with orthe ~~indirectly sell, offer, contract~~ Company or ~~grant~~ any ~~option~~of toits ~~sell, pledge,~~directors ~~transfer~~or officers (~~excluding~~the ~~intra-family~~“Purchaser”) ~~transfers,~~entered ~~transfers~~into to a ~~trust~~certain ~~for~~share ~~estate~~transfer ~~planning~~agreement ~~purposes or to beneficiaries of officers,~~(“Magnum ~~directors~~Disposition ~~and shareholders upon their death~~Agreement”),. orPursuant ~~otherwise~~to ~~dispose~~the ofMagnum orDisposition ~~enter~~Agreement, ~~into~~the ~~any~~Purchaser ~~transaction~~agreed ~~which~~to ~~may~~purchase ~~result~~all in the ~~disposition~~equity interests of ~~any~~Magnum ~~Ordinary~~for ~~Shares~~$10. orOn ~~securities~~2024, ~~convertible~~the ~~into,~~transaction ~~exchangeable~~contemplated ortherein ~~exercisable~~(the ~~for~~“Magnum ~~any~~Disposition”) ~~Ordinary~~was ~~Shares~~closed, and ~~without~~the Purchaser became the ~~prior~~sole ~~written consent~~shareholder of ~~the~~Magnum ~~Company,~~and ~~for~~as a ~~period~~result, ofassume ~~one~~all ~~hundred~~assets and ~~eighty~~liabilities ~~(180)~~of ~~days~~Magnum ~~following~~and ~~the~~subsidiaries owned ~~date~~or ofcontrolled ~~the~~by ~~Lock-Up Agreement (the “Lock-Up Period”)~~Magnum.

~~Copies~~A ofcopy ~~the form~~ of ~~each of~~ the ~~Primary~~Magnum ~~Offering~~Disposition ~~SPA, the Private SPA, and the Lock-Up~~ Agreement ~~are~~is attached hereto as ~~Exhibits~~Exhibit 9910.~~1, 99.~~2~~, and 99~~.3, ~~respectively,~~The ~~and~~foregoing ~~are~~description ~~incorporated~~of ~~herein~~the byMagnum ~~reference.~~Disposition ~~The~~Agreement is ~~foregoing~~a ~~summaries~~summary of the material terms of ~~the~~such ~~Primary Offering SPA~~agreement, ~~the Private SPA,~~ and ~~the~~does ~~Lock-Up~~not ~~Agreement~~purport ~~are~~to ~~subject~~be tocomplete and is qualified in ~~their~~its entirety by ~~each~~reference to ~~such~~the ~~document~~Magnum Disposition Agreement.

~~Exhibits~~On December 24, 2024, the Company, Xinfuxin International Holdings Limited, a British Virgin Islands company with limited liabilities and a wholly owned subsidiary of the Company (“Xinfuxin”) and the same Purchaser entered into a certain share transfer agreement (“Xinfuxin Disposition Agreement”, collectively with the Termination Agreement and Magnum Disposition Agreement, the “Agreements”). Pursuant to the Xinfuxin Disposition Agreement, the Purchaser agreed to purchase all the equity interests of Xinfuxin for $10. On December 31, 2024, the transaction contemplated therein (the “Xinfuxin Disposition”) was closed, and the Purchaser became the sole shareholder of Xinfuxin and as a result, assume all assets and liabilities of Xinfuxin and subsidiaries owned or controlled by Xinfuxin.

Exhibit No.		Description
99.1		Form of the Primary Offering SPA
99.2		The Private SPA (incorporate by reference from exhibit 10.1 to the Form F-1, as amended (File No. 333-282379)
99.3		The Lock-Up Agreement

A copy of the Xinfuxin Disposition Agreement is attached hereto as Exhibit 10.3. The foregoing description of the Xinfuxin Disposition Agreement is a summary of the material terms of such agreement, and does not purport to be complete and is qualified in its entirety by reference to the Xinfuxin Disposition Agreement.

Below is a diagram that illustrates the Company’s corporate structure immediately prior to closing of the transactions contemplated by the Agreements:

(1) The 49% equity interests of Wude Shanghai are owned by Shenzhen Heme Enterprise Consulting Partnership (Limited Partnership), a limited partnership organized under the laws of the PRC

(2) The 49% equity interests of Heme Brand are owned by Yafang Liu (25%) and Guoming Huang (24%)

(3) The 30% equity interests of Jiayuan Liquor are owned by Kun Xu (21%) and Xi ‘an Senli Huinong Agricultural Technology Co. Ltd. (9%)

(4) The 40% equity interests of Heme Yulin are owned by Taotao Shu

Below is a diagram that illustrates the Company’s corporate structure immediately after the closing of the transactions contemplated by the Agreements:

Forward-Looking Statements:

Certain statements in this Current Report on Form 6-K contain forward-looking statements regarding, among other things, the Company’s plans, strategies and prospects, both business and financial. Without limiting the generality of the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate” or “continue” or the negative or other variations thereof or comparable terminology are intended to identify forward-looking statements. In addition, any statements that refer to expectations, projections or other characterizations of future events or circumstances are forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks, uncertainties and assumptions that are difficult to predict and many of which are beyond the control of the Company. Actual results may differ from those projected in the forward-looking statements due to risks and uncertainties, as well as other risk factors that are described more fully in Company’s filings with the SEC. Although the Company believes that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in forward-looking statements will be realized. In light of the significant uncertainties inherent in the forward-looking information included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that their objectives or plans will be achieved. the Company does not undertake any obligation to revise the forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Current Report. Except to the extent required by applicable laws and regulations, the Company has no obligation to update these forward-looking statements to reflect events or circumstances after the date of this current report or to reflect the occurrence of unanticipated events.

EXHIBIT INDEX

Exhibit No.		Description
10.1		English Translation of the Termination Agreement, dated December 10, 2024
10.2		The Share Transfer Agreement by and between the Company, Magnum and the Purchaser, dated December 24, 2024
10.3		The Share Transfer Agreement by and between the Company, Xinfuxin and the Purchaser, dated December 24, 2024

SIGNATURE

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 hereunto duly authorized.

Meiwu Technology Company Limited By: /s/ ~~Xinliang~~Changbin ~~Zhang~~Xia ~~Xinliang~~Changbin ~~Zhang~~Xia ~~Chief Executive Officer~~Chairman

Date: December 631, 2024

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