Wellchange Holdings SEC Filings

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 held its annual general meeting on August 7, 2025, with 29,619,411 shares present (approximately 55.60% of 53,265,000 outstanding as of the July 18, 2025 record date), forming a quorum. Shareholders approved all board-recommended matters: re-appointment of five directors; a special resolution to redesignate authorized capital into a dual-class structure of 900,000,000 Class A shares (1 vote each) and 100,000,000 Class B shares (35 votes each), with Mr. Shek Kin Pong’s 5,000,000 and Power Smart International Limited’s 3,000,000 ordinary shares to convert into Class B; adoption of the Fourth Amended and Restated Memorandum and Articles of Association; authorization for a share consolidation at a board-determined ratio between 5-for-1 and 50-for-1; an increase in post-consolidation authorized capital as applicable; and related filings. The Amended and Restated Memorandum and Articles of Association is filed as Exhibit 3.1.

Wellchange Holdings Company Limited ("WCT") has filed a Form 6-K outlining the adoption and first use of its 2025 Equity Incentive Plan.

Key elements disclosed include:

• Plan Adoption: On 1 June 2025 the company adopted the 2025 Equity Incentive Plan to issue share-based awards to employees, directors and consultants. The plan authorises up to 7,000,000 ordinary shares.
• Major Grant: On 23 June 2025 the Compensation Committee and Board approved a grant of 5,000,000 ordinary shares (≈ 71% of the plan’s capacity) to Chief Executive Officer & Chairman Mr. Shek Kin Pong in recognition of his continued service.
• Vesting & Lock-up: The shares are immediately vested upon acceptance but are subject to a three-year lock-up period, restricting transfers until June 2028.
• Issuance Mechanics: Shares were issued pursuant to the 2025 Incentive Plan and are covered by the company’s Form S-8 registration statement (No. 333-287845).

The filing contains no financial statements or earnings data. While the award aligns the CEO’s interests with shareholders, it utilises a significant portion of the authorised share pool and introduces potential dilution for existing shareholders.

Wellchange Holdings Company Limited (symbol: WCT) filed a Form 6-K to announce several board-level committee changes effective 23 June 2025.

• Mr. Chu Chi Hong, already Compensation Committee chair and Nominating & Corporate Governance (NCG) member, has joined the Audit Committee.
• Mr. Michael Chung Fai Ng, current Audit Committee chair and Compensation Committee member, has been added to the NCG Committee.
• Mr. Lau Yun Chau, a member of all three key committees, is now chairman of the NCG Committee.

These adjustments follow the 18 June 2025 resignation of Ms. Bai Yang from her roles as director, NCG Committee chair, and Audit Committee member. The filing emphasizes that the board still maintains a majority of independent directors, suggesting continuity of corporate governance standards despite the departure.