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 March 2026
Commission File Number: 001-42294
Wellchange
Holdings Company Limited
(Translation
of registrant’s name into English)
Unit 7 On 25th Floor Global Gateway Tower, No.63
Wing Hong Street,
Kowloon, Hong Kong
(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 ☐
As
disclosed in the report on Form 6-K of Wellchange Holdings Company Limited (the “Company”), at an annual shareholder meeting
held on August 7, 2025 (the “Meeting”), the shareholders approved a reverse split of all of the Company’s authorized
and issued Class A ordinary shares and Class B ordinary shares, at a ratio of not less than 1-for-5 and not more than 1-for-50, with the
final ratio to be determined by the Board of Directors in its sole discretion at any time after approval by the shareholders, and authorize
the Board of Directors to implement such reverse split at its discretion at any time prior to the one-year anniversary of the Meeting.
On
January 28, 2026, the Board of Directors of the Company approved a reverse split of all of the Company’s authorized and issued
Class A ordinary shares and Class B ordinary shares at a ratio of one-for-fifty (1-for-50) (the “Reverse Stock Split”).
Immediately prior to the Reverse Stock Split and as of the date hereof, the Company has 153,265,000 ordinary shares issued and outstanding,
consisting of 145,265,000 Class A ordinary shares and 8,000,000 Class B ordinary shares. The Reverse Stock Split will reduce the number
of outstanding Class A ordinary shares of the Company from 145,265,000 to approximately 2,905,300 and will reduce the number of outstanding
Class B ordinary shares of the Company from 8,000,000 shares to approximately 160,000 shares. Every fifty (50) outstanding Class A ordinary
shares will be combined into and automatically become one post-Reverse Stock Split Class A ordinary share. Every fifty (50) outstanding
Class B ordinary shares will be combined into and automatically become one post-Reverse Stock Split Class B 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 or Class B ordinary share, as applicable, to any shareholder who would have been entitled to receive a fractional share
as a result of the process. As a result of the Reverse Stock Split, the par value of the Class A ordinary shares and Class B ordinary
shares will be increased to $0.0025 per share and the number of authorized ordinary shares will be reduced to 20,000,000 ordinary shares,
comprising of 18,000,000 Class A ordinary shares and 2,000,000 Class B ordinary shares.
Upon
the opening of the market on March 6, 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 G9545M123.
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 March 4, 2026 titled “Wellchange Holdings Company Limited Announces
1-for-50 Reverse Stock Split Effective March 6, 2026”
This
Report shall be deemed to be incorporated by reference into the registration statement on Form
S-8 (File No. 333-287845), and to be a part thereof from the date on which this current report on Form 6-K is filed, to the extent
not superseded by documents or reports subsequently filed or furnished.
Exhibit Index
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release - Wellchange Holdings Company Limited Announces 1-for-50 Reverse Stock Split Effective March 6, 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.
| Date: March 4, 2026 |
Wellchange Holdings Company Limited |
| |
|
|
| |
By: |
/s/ Shek Kin Pong |
| |
Name: |
Shek Kin Pong |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Wellchange Holdings Company Limited Announces
1-for-50 Reverse Stock Split Effective March 6, 2026
Hong Kong, March 04, 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 ordinary shares on a 1-for-50
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 March 6, 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 G9545M123.
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 ordinary
shares, except for adjustments that may result from the rounding up of fractional shares.
Immediately prior to the Reverse Stock Split and as of the date hereof,
the Company has 153,265,000 ordinary shares issued and outstanding, consisting of 145,265,000 Class A ordinary shares and 8,000,000 Class
B ordinary shares. Upon the effectiveness of the Reverse Stock Split, every fifty (50) 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, and every fifty (50)
shares of the Company’s issued and outstanding Class B ordinary shares as of the effective date will automatically be combined into
one (1) Class B ordinary share. Such adjustments will reduce the total number of outstanding ordinary shares from 153,265,000 to approximately
3,065,300, with the number of Class A ordinary shares of the Company decreasing from 145,265,000 to approximately 2,905,300 and the number
of outstanding Class B ordinary shares of the Company decreasing from 8,000,000 to approximately 160,000.
All outstanding options, warrants and other securities
entitling holders to purchase or receive 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
