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 September 2026
Commission File Number: 001-42294
Wellchange Holdings Company Limited
Unit 7 On 25th Floor Global Gateway Tower, No.63
Wing Hong Street,
Kowloon, Hong Kong
(Address of principal executive offices)
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 ☐
At the meeting of shareholders of Class B (the
“Class B Meeting”) of Wellchange Holdings Company Limited (the “Company”) held on September 2, 2026, at 10:00
a.m. Hong Kong Time (Tuesday, September 1, 2026, at 10:00 p.m. Eastern Time), the following matter, among others, was approved and authorized:
| A. | the consolidation of every five (5) issued and unissued Class A ordinary shares into one (1) Class A ordinary
share, at an aggregate ratio of one-for-five (1-for-5). |
At the extraordinary general meeting (the “EGM”)
of shareholders of the Company held on September 2, 2026, immediately following the Class B Meeting, the following matters, among others,
were approved and authorized:
| B. | (a) the consolidation of every five (5) issued and unissued Class A ordinary shares of a par value of
US$0.000005 each into one (1) Class A ordinary share of a par value of US$0.000025 each, at an aggregate ratio of one-for-five (1-for-5)
(the “Class A Share Consolidation”), with effect from the day immediately following the date of the EGM, with the par value
of each Class A ordinary share of US$0.000005 being increased proportionally to US$0.000025 so that the aggregate authorized share capital
of the Company attributable to the Class A ordinary shares remains unchanged, with the Class B ordinary shares remaining unconsolidated,
and with the conversion rate applicable to the Class B ordinary shares being adjusted in accordance with the Company’s then effective
memorandum and articles of association; (b) to approve that any fractional Class A ordinary shares created as a result of the Class A
Share Consolidation shall be rounded up to the nearest whole share at the holder level; and (c) to authorize each director and/or officer
of the Company, for and on behalf of the Company, to take all such actions and execute, deliver and file all such documents, notices,
confirmations, applications and instruments as he or she may consider necessary, desirable or appropriate to give effect to the Class
A Share Consolidation, including updating the register of members of the Company, making or procuring the filing of the resolution and/or
any other required return, notice or filing with the Registrar of Companies in the Cayman Islands in respect of the Class A Share Consolidation
and the resulting alteration of the authorized share capital of the Company, and, if considered desirable for housekeeping or consistency
purposes, preparing, adopting and/or filing an updated memorandum and articles of association of the Company reflecting such alteration,
and making or procuring any filings, notifications or submissions with any other applicable governmental, regulatory or self-regulatory
authority or service provider. |
According to the unanimous written resolutions
of the Board passed on August 17, 2026, the reverse stock split of the issued and unissued Class A Ordinary Shares at the ratio of five
(5)-for-one (1) (the “Reverse Stock Split”) and the rounding up of any fractional shares resulting from the Reverse Stock
Split to the nearest whole ordinary share were approved.
Immediately prior to the Reverse Stock Split and
as of the date hereof, the Company has 52,905,328 Class A ordinary shares. The Reverse Stock Split will reduce the number of outstanding
Class A ordinary shares of the Company to approximately 10,581,066. Every five (5) outstanding Class A ordinary shares will be combined
into and automatically become one post-Reverse Stock Split Class A ordinary share. No fractional shares will be issued in connection with
the Reverse Stock Split. Instead, the Company will issue one full post-Reverse Stock Split Class A ordinary share, as applicable, to any
shareholder who would have been entitled to receive a fractional share as a result of the process. The Company’s Class B ordinary
shares are not subject to the Reverse Stock Split and will remain unchanged. As a result of the Reverse Stock Split, the par value of
Class A ordinary shares will be increased to $0.000025 per share. The par value of the Class B ordinary shares remains $0.000005.
Upon the opening of the market on September 8,
2026, the Company’s Class A ordinary shares will begin trading on the Nasdaq Capital Market (“Nasdaq”) on a post-Reverse
Stock Split basis under the current symbol “WCT”. The new CUSIP number following the Reverse Stock Split is G9545M131.
The Company believes that the Reverse Stock Split
is in the best interest of the Company and its shareholders and is being undertaken for proper corporate purposes.
Pursuant to the warrants to purchase 44,275 Class
A ordinary shares, expiring on October 1, 2029, with an exercise price of US$4.80 per share, the exercise price and the number of Class
A ordinary shares issuable upon exercise of such warrants shall be adjusted in the event of any share consolidation, subdivision or similar
capital reorganization by dividing the number of ordinary shares into which the warrants are exercisable by the applicable consolidation
ratio and multiplying the exercise price thereof by such consolidation ratio, in each case in accordance with the terms of the applicable
warrant and subject to rounding to the nearest whole share.
Attached to this Report as Exhibit 99.1 is a copy
of the press release dated September 3, 2026, titled “Wellchange Holdings Company Limited Announces 1-for-5 Reverse Stock Split
Effective September 8, 2026.”
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release - Wellchange Holdings Company Limited Announces 1-for-5 Reverse Stock Split Effective September 8, 2026 |
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.
| |
Wellchange Holdings Company Limited |
| |
|
|
| Date: September 3, 2026 |
By: |
/s/ Shek Kin Pong |
| |
Name: |
Shek Kin Pong |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Wellchange
Holdings Company Limited Announces 1-for-5 Reverse Stock Split Effective September 8, 2026
Hong
Kong, Sept. 03, 2026 (GLOBE NEWSWIRE) — Wellchange Holdings Company Limited (the “Company” or “Wellchange”)
(Nasdaq: WCT), an enterprise software solution services provider headquartered in Hong Kong, today announced that it will effect a reverse
stock split of its Class A ordinary shares on a 1-for-5 basis (the “Reverse Stock Split”). The Company’s Class A ordinary
shares will begin trading on a post-split basis when the market opens on September 8, 2026. The Company’s Class A ordinary shares
will continue to trade on the Nasdaq Capital Market under the symbol “WCT,” with a new CUSIP number G9545M131. The Reverse
Stock Split will apply only to the Company’s Class A ordinary shares and will have no effect on the Company’s Class B ordinary
shares.
The
Reverse Stock Split has been approved by the Company’s shareholders and the Company’s board of directors. Any fractional
shares that would have otherwise resulted from the Reverse Stock Split will be rounded up to the next whole number and no fractional
shares will be issued. The Reverse Stock Split affects all shareholders uniformly and will not alter any shareholder’s percentage
interest in the Company’s outstanding Class A ordinary shares, except for adjustments that may result from the rounding up of fractional
shares.
Upon
the effectiveness of the Reverse Stock Split, every five (5) shares of the Company’s issued and outstanding Class A ordinary shares
as of the effective date will automatically be combined into one (1) Class A ordinary share. Such adjustments will reduce the total number
of outstanding Class A ordinary shares of the Company from approximately 52,905,328 to approximately 10,581,066. The Company’s
Class B ordinary shares will not be subject to the Reverse Stock Split and will remain unchanged.
All
outstanding options, warrants and other securities entitling holders to purchase or receive Class A ordinary shares will be adjusted
in accordance with their respective terms.
About
Wellchange Holdings Company Limited
Wellchange
Holdings Company Limited is an enterprise software solution services provider headquartered in Hong Kong. The Company conducts all operations
in Hong Kong through its operating subsidiary, Wching Tech Ltd Co. The Company provides customized software solutions, cloud-based software-as-a-service
(“SaaS”) platforms, and “white-label” software design and development services. The Company’s mission is
to empower our customers and users, in particular, small and medium businesses, to accelerate their digital transformation, optimize
productivity, improve customer experiences, and enable resource-efficient growth with our low-cost, user-friendly, reliable and integrated
all-in-one Enterprise Resource Planning software solutions.
For
more information, please visit the Company’s website: https://www.wchingtech.com/
Forward-Looking
Statements
Certain
statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and
uncertainties, including the closing of the Offering, and are based on the Company’s current expectations and projections about
future events that the Company believes may affect its financial condition, results of operations, business strategy and financial needs.
Investors can find many (but not all) of these statements by the use of words such as “approximates,” “believes,”
“hopes,” “expects,” “anticipates,” “estimates,” “projects,” “intends,”
“plans,” “will,” “would,” “should,” “could,” “may” or other similar
expressions. 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. The Company cautions investors that actual results may differ materially
from the anticipated results and encourages investors to read the risk factors contained in the Company’s reports it files with
the SEC before making any investment decisions regarding the Company’s securities. The Company undertakes no obligation to update
or revise publicly any forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations,
except as may be required by law.
For
investor and media inquiries, please contact:
Wellchange
Holdings Company Limited
Shek
Kin Pong, CEO
Email: contactus@wchingtech.com
