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 2025
Commission File Number: 001-42294
Wellchange
Holdings Company Limited
Unit E, 11/F, Billion Plaza II, 10 Cheung Yue
Street
Cheung Sha Wan, 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 ☐
On September 9, 2025, Wellchange Holdings Company
Limited, a Cayman Islands exempted company (the “Company”), entered into a securities purchase agreement (the “Securities
Purchase Agreement”) and registration rights agreement (the “Registration Rights Agreement”) with certain investors
(the “Purchasers”) relating to the issuance and sale of 100,000,000 Class A ordinary shares of the Company, par value
$0.00005 per share (the “Shares”), at $0.04 per Ordinary Share (the “Offering”) for a total purchase price of
$4,000,000 (the “Purchase Price”). The Company will receive gross proceeds in the amount of $4,000,000, before deducting placement
agent’s fees and accountable expenses and other estimated expenses. The Company intends to use the proceeds from the Offering for
general corporate purposes, which may include acquisitions, and working capital. Pursuant to the Registration Rights Agreement, the Company
has agreed to use commercially reasonable efforts to, within sixty (60) calendar days following the closing of the Offering, file a registration
statement on the appropriate form providing for the resale by the Purchasers of the Shares.
In the Securities Purchase Agreement, each Purchaser
represented to the Company, among other matters, that it is an “accredited investor” as defined in Rule 501(a)(1), (a)(2),
(a)(3), (a)(7), (a)(8), (a)(9), (a)(12), or (a)(13) under Regulation D of the Securities Act of 1933, as amended (the “Securities
Act”), or (ii) a “qualified institutional buyer” as defined in Rule 144A(a)(1) under the Securities Act, and that neither
such Purchaser nor any of its related parties is subject to a “bad actor” disqualification within the meaning of Rule 506(d)
under the Securities Act.
The Offering was closed on September
19, 2025. The Shares were issued and sold by the Company in reliance upon exemptions from the registration requirements of the Securities
Act pursuant to Section 4(a)(2) thereof, Regulation D promulgated thereunder and/or Regulation S promulgated thereunder.
In connection with the Offering, in addition
to the Securities Purchase Agreement and the Registration Rights Agreement, the Company also entered into a (i) placement agent
agreement (the “Placement Agent Agreement”) with Chaince Securities, LLC (the “Placement Agent”), pursuant
to which the Company agreed to pay the Placement Agent a cash fee equal to 3.5% of the aggregate gross proceeds from the Offering,
reimburse the Placement Agent up to $75,000 of expenses (increased to $150,000 if a public offering is contemplated), and up to
$25,000 in marketing fees, (ii) an escrow agreement (the “Escrow Agreement”) with Wilmington Trust, N.A. and the
Placement Agent pursuant to which subscription funds will be deposited and disbursed, for which the Company agreed to pay the Escrow
Agent an acceptance fee of $1,000, an administration fee of $5,000 and certain reimbursable out-of-pocket expenses.
The foregoing summaries of the Securities Purchase Agreement, Registration
Rights Agreement, the Escrow Agreement, and the Placement Agent Agreement do not purport to be complete and are subject to, and qualified
in their entirety by, such documents filed as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto and incorporated by reference herein. The representations,
warranties and covenants contained in such agreements were made only for purposes of such agreements and as of specific dates, were solely
for the benefit of the parties to such agreements and may be subject to limitations agreed upon by the contracting parties. A copy of
the press release related to the Offering entitled “Wellchange Holdings Company Limited Announces $4 Million Private Placement”
is furnished as Exhibit 99.1 hereto and are incorporated by reference herein.
This report does not constitute an offer to sell,
or the solicitation of an offer to buy, 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 the registration or qualification under the securities laws of any such state or jurisdiction.
EXHIBIT INDEX
| Exhibit
No. |
|
Description |
| 10.1 |
|
Form of Securities Purchase Agreement |
| 10.2 |
|
Form of Registration Rights
Agreement |
| 10.3 |
|
Escrow Agreement |
| 10.4 |
|
Placement Agent Agreement |
| 99.1 |
|
Press Release –Wellchange Holdings Company Limited Announces $4 Million Private Placement |
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: September 19, 2025 |
Wellchange Holdings Company Limited |
| |
|
|
| |
By: |
/s/ Shek Kin Pong |
| |
Name: |
Shek Kin Pong |
| |
Title: |
Chief Executive Officer |
