Wellchange Holdings SEC Filings

Wellchange Holdings Company Limited is implementing a 1-for-50 reverse stock split of its Class A and Class B ordinary shares, effective when trading begins on March 6, 2026 on the Nasdaq Capital Market under the symbol “WCT.”

The split will reduce total outstanding ordinary shares from 153,265,000 to approximately 3,065,300, with Class A shares decreasing from 145,265,000 to about 2,905,300 and Class B shares from 8,000,000 to about 160,000. Any fractional shares will be rounded up to the next whole share. Authorized ordinary shares will be reduced to 20,000,000 and par value per share will increase to $0.0025.

Wellchange Holdings Company Limited reported a board change, as the directors removed Ms. Fang Li Chieh from her role as a director, effective February 13, 2026. Her director offer letter also ended on that date. The company stated that her removal did not arise from any disagreement over operations, policies, or practices.

Wellchange Holdings Company Limited reported a chief financial officer transition and approved a new employment agreement. Mr. Chan Siu Leung, Gary resigned as CFO, effective when the board accepted his resignation on February 1, 2026. The board then appointed Ms. Lau Cheuk Wing as CFO with monthly compensation of HKD$30,000.00, documented in an agreement dated February 2, 2026. Ms. Lau, age 33, is a certified public accountant with over nine years of audit and accounting experience, including service as an Audit Manager at SHINEWING (HK) CPA Limited working with Hong Kong listed and private companies.

Wellchange Holdings Company Limited reported that Nasdaq granted an additional 180 calendar days, until April 27, 2026, to regain compliance with the minimum bid price requirement under Rule 5550(a)(2).

To regain compliance, the closing bid price of the company’s Class A ordinary shares must be at least $1.00 for a minimum of 10 consecutive business days during this period. The notice has no immediate impact on the listing; the shares will continue to trade on the Nasdaq Capital Market, subject to compliance with other listing requirements. Nasdaq initially cited a 33‑business‑day period of sub‑$1.00 bids from March 11 to April 25, 2025.

Wellchange Holdings Company Limited filed an amended Form 6-K, furnishing its Management’s Discussion and Analysis and unaudited interim consolidated financial statements for the six months ended June 30, 2025 and 2024. These are provided as Exhibit 99.1 (MD&A) and Exhibit 99.2 (financial statements).

The filing also includes Inline XBRL exhibits (101 series) and a cover page interactive data file (Exhibit 104).

Ni Saijun reports acquiring 25,000,000 Class A ordinary shares of Wellchange Holdings Co Ltd, representing 17.210% of the outstanding Class A shares as of the filing date. The purchase closed on 09/09/2025 at $0.04 per share for a total of $1,000,000, paid from the reporting person’s personal funds. The filing states the shares were bought for investment purposes and that the reporting person may, from time to time, seek to influence the issuer’s management and strategic direction, but currently has no specific plans for transactions described in the itemized list. The reporting person asserts sole voting and dispositive power over the shares and discloses no related agreements or recent trades in the past 60 days.

Chan Fuk Hing disclosed a purchase of 20,000,000 Class A Ordinary Shares of Wellchange Holdings Co Ltd, representing 13.768% of the company’s outstanding Class A shares. The shares were acquired on 09/09/2025 at $0.04 per share for an aggregate $800,000, paid from the reporting person’s personal funds. The filing states the shares were bought for investment purposes and that the reporting person may, from time to time, seek to influence management and strategic direction, but currently has no concrete plans that would trigger the specific transactions listed in the form. The report confirms sole voting and dispositive power over the shares and that no other arrangements or recent transactions affecting the holding were reported.

Chan Cheung Hing filed a Schedule 13D reporting the acquisition of 40,000,000 Class A ordinary shares of Wellchange Holdings Co Ltd, representing 27.536% of the outstanding Class A shares. The shares were purchased on 09/09/2025 at $0.04 per share for an aggregate price of $1,600,000, paid from the reporting person’s personal funds. The filing states the shares were acquired for investment purposes and that the reporting person may, from time to time, seek to influence the issuer’s management and strategic direction; no present plans for transactions listed in the filing are disclosed. The reporting person asserts sole voting and dispositive power over the reported shares and confirms no transactions in the class occurred in the prior sixty days.

Wellchange Holdings Company Limited completed a private placement of 100,000,000 Class A ordinary shares at $0.04 per share, raising gross proceeds of $4,000,000. The shares were sold to accredited investors and qualified institutional buyers under U.S. securities law exemptions.

The company plans to use the cash for general corporate purposes, which may include acquisitions and working capital. Wellchange agreed to seek registration of the resale of these shares within sixty days of closing and to pay a placement fee of 3.5% of gross proceeds plus specified escrow and marketing fees.