WF International Announces Pricing of $3.44 Million Follow-on Public Offering

Rhea-AI Summary

WF International (NASDAQ: WXM) priced a follow-on offering of 1,720,688 units at $2.00 per unit, implying aggregate gross proceeds of approximately $3.44 million before fees and expenses. Each unit contains one ordinary share and one warrant exercisable immediately at $2.00 and expiring five years from issuance.

The offering is being conducted on a "reasonable best efforts" basis, is expected to close on or about November 6, 2025, and has no minimum amount. Net proceeds are intended for talent acquisition, general corporate, and working capital. Placement agents are The Benchmark Company and Axiom Capital Management. The offering is made under an effective Form F-1 (File No. 333-290595).

Positive

• Gross proceeds of $3.44 million expected
• Proceeds designated for talent acquisition and working capital
• Warrants exercisable immediately, increasing optional capital

Negative

• Issuance of 1,720,688 units creates immediate shareholder dilution
• No minimum offering amount; closing contingent on best-efforts placements
• Warrant exercise could further dilute shares over five years

Insights

Capital Markets Strategist

WF International priced a $3.44 million follow-on offering with immediately exercisable warrants; watch closing and dilution from warrants.

The company sold 1,720,688 Units at $2.00 per Unit, each Unit containing one ordinary share and one warrant exercisable immediately at the $2.00 exercise price and expiring in five years. Gross proceeds are ~$3.44 million, subject to placement agent fees and offering expenses; there is no minimum offering amount and the offering is expected to close on or about November 6, 2025. The stated use of net proceeds is for talent acquisition and general corporate and working capital purposes.

Primary dependencies and risks include immediate dilution from the issuance of both shares and warrants and further dilution if warrants are exercised; placement agent fees and offering expenses will reduce net proceeds; and the lack of a minimum offering amount means proceeds could be lower than expected. Monitor the actual closing amount, net proceeds after fees, and any early warrant exercises over the coming days and quarters since the warrants remain exercisable for five years and could affect share count and capital structure.

CHENGDU, China, Nov. 5, 2025 /PRNewswire/ -- WF International Limited (the "Company" or "WF International") (NASDAQ: WXM), an integrated electromechanical solutions company specializing in the supply, installation, fitting-out, and maintenance of HVAC systems, floor heating systems, and water purification systems, today announced the pricing of its follow-on public offering of 1,720,688 units (the "Units") at a public offering price of $2.00 per Unit. Each Unit consists of one ordinary share, par value $0.000001 per share, and one warrant to purchase one ordinary share (the "Warrants"). The Warrants are exercisable immediately upon issuance at an exercise price equal to 100% of the public offering price, and will expire five years from the date of issuance. The ordinary shares and Warrants included in the Units are immediately separable and will be issued separately.

The Company expects to receive aggregate gross proceeds of approximately $3.44 million from the offering, before deducting placement agent fees and estimated offering expenses. The offering is being conducted on a "reasonable best efforts" basis and is expected to close on or about November 6, 2025, subject to satisfaction of customary closing conditions. There is no minimum offering amount required for this offering.

The Company intends to use the net proceeds from this offering for talent acquisition and general corporate and working capital purposes.

The Benchmark Company, LLC and Axiom Capital Management, Inc. are acting as placement agents for the offering.

This securities are being offered pursuant to a registration statement on Form F-1 (File No. 333-290595), as amended, which was previously filed with the Securities and Exchange Commission ("SEC") and became automatically effective on November 3, 2025 pursuant to Section 8(a) of the Securities Act of 1933, as amended. The offering is being made only by means of a prospectus forming a part of the effective registration statement. A final prospectus relating to and describing the terms of the offering will be filed with the SEC and may be obtained, when available, by contacting The Benchmark Company, LLC at 150 East 58th Street, 17th Floor, New York, NY 10155, or by email at prospectus@benchmarkcompany.com,. In addition, a copy of the final prospectus relating to the offering, when available, may be obtained via the SEC's website at www.sec.gov.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About WF International Limited

WF International Limited specializes in the supply, installation, fitting-out, and maintenance services for HVAC systems, floor heating systems, and water purification systems. With extensive experience serving commercial projects and high-end residential projects throughout Sichuan, China, the Company has established itself as a trusted provider of premium electromechanical solutions.

The Company's portfolio includes installations for HVAC projects such as the International Finance Squares across China, Chengdu Vanke Charm City, Chengdu Raffles Plaza, Chengdu Yinshi Plaza, Chengdu Metro No. Ten Line, and Panzhihua Jinhai Hotel.

Since 2017, WF International has expanded its service offerings to include comprehensive heating and water purification solutions, positioning itself as an integrated supplier of both electromechanical products and installation services for large-scaled commercial projects and real estate developer clients that offer high-end fully furnished homes. For more information, please visit the Company's website at www.wf.international.

Forward-Looking Statements 

Certain statements in this announcement are forward-looking statements, including, but not limited to, the Company's anticipated closing of this offering and the use of proceeds. Investors can identify these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "likely," "potential," and "continue." These statements are based on current expectations and projections about future events that may affect the Company's financial condition, results of operations, business strategy, and financial needs. Actual results may differ materially due to risks and uncertainties, including those in the "Risk Factors" section in the Company's Annual Report on Form 20-F for the fiscal year ended September 30, 2024, filed with the SEC on February 3, 2025 and prospectus for the Company's initial public offering, filed with the SEC on April 1, 2025. These factors include, but are not limited to: the uncertainties related to market conditions, industry growth and competition, supplier and customer dependencies, project execution capabilities, expansion plans, economic and political conditions, and technological changes. Additional factors are discussed in the Company's filings with the SEC, which are available for review at www.sec.gov. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results. Investors should not place undue reliance on forward-looking statements. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof.

Investor Relations Contact:
Matthew Abenante, IRC
President
Strategic Investor Relations, LLC
Tel: 347-947-2093
Email: matthew@strategic-ir.com

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SOURCE WF International Limited

FAQ

What did WF International (WXM) announce on November 5, 2025?

WXM priced a follow-on offering of 1,720,688 units at $2.00 per unit, targeting about $3.44 million gross proceeds.

How are the WXM units structured and when do the warrants expire?

Each unit contains one ordinary share and one warrant; warrants are exercisable immediately at $2.00 and expire five years from issuance.

When is the WXM offering expected to close and under what terms?

The offering is expected to close on or about November 6, 2025, on a "reasonable best efforts" basis and subject to customary closing conditions.

How does the WXM company intend to use net proceeds from the offering?

Net proceeds are intended for talent acquisition, general corporate purposes, and working capital.

Who are the placement agents for WF International's (WXM) follow-on offering?

The placement agents are The Benchmark Company and Axiom Capital Management.

Where can investors obtain the final prospectus for WXM's offering?

The final prospectus will be filed with the SEC and may be obtained from The Benchmark Company or via the SEC website (www.sec.gov).