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 October 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 ☐
On October 29, 2026, at 10:00 a.m., Hong Kong
Time (Wednesday, October 28, 2026 at 10:00 p.m. Eastern Time), Wellchange Holdings Company Limited (the “Company”) held an
extraordinary general meeting (the “Extraordinary General Meeting”) of shareholders of Class A ordinary shares, of par value
$0.000025 per share, and Class B ordinary shares, of par value $0.000005 per share; and a meeting of the holders of Class B ordinary shares
(the “Class B Meeting”), at the principal office of the Company located at Unit 7 On 25th Floor, Global Gateway Tower, No.
63 Wing Hong Street, Kowloon, Hong Kong.
As of the record date of October 12, 2026 (the
“Record Date”), there were 10,581,066 Class A ordinary shares and 1,625,043 Class B ordinary shares outstanding. Holders of
Class A ordinary shares as of the Record Date are entitled to one (1) vote for each Class A ordinary share held for each of the proposals
and holders of Class B ordinary shares as of the Record Date are entitled to one hundred (100) votes for each Class B ordinary share held
for each of the proposals.
Extraordinary General Meeting
Holders of 4,531,710 Class A ordinary shares and
holders of 1,625,043 Class B ordinary shares of the Company were present in person or by proxy at the Extraordinary General Meeting, representing
approximately 50.44% of the total issued and outstanding ordinary shares and approximately 96.50% of the total voting power as of the
Record Date, and therefore constituting a quorum of not less than one-third of the outstanding ordinary shares carrying the right to vote
at the Extraordinary General Meeting as of the Record Date. All matters voted on at the Extraordinary General Meeting were approved. The
final voting results for the matters submitted to a vote of shareholders at the Extraordinary General Meeting are as follows:
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Votes For |
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Votes
Against |
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Votes
Abstain |
| Proposal 1: By an ordinary resolution, (a) subject to and conditional upon the Class B Proposal being passed at the Class B Meeting, to approve the consolidation of every ten (10) issued and unissued Class A Ordinary Shares of a par value of US$0.000025 each into one (1) Class A Ordinary Share of a par value of US$0.00025 each, at an aggregate ratio of one-for-ten (1-for-10) (the “Class A Share Consolidation”), with immediate effect from the date of passing this resolution, with the par value of each Class A Ordinary Share of US$0.000025 being increased proportionally to US$0.00025 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 of US$0.000005 par value each 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. |
|
166,902,381 |
|
133,615 |
|
14 |
| Proposal 2: By a special resolution, that subject to and conditional upon the Class B Proposal being passed at the Class B Meeting and the Proposal One above being passed at the EGM, the Company adopt the seventh amended and restated memorandum and articles of association of the Company (the “Seventh A&R M&A”), in the form attached as Annex A to the accompanying Proxy Statement, in substitution for, and to the exclusion of, the Company’s existing sixth amended and restated memorandum and articles of association (the “Current M&A”), with immediate effect from the date of passing this resolution, in order to reflect (a) the Class A Share Consolidation, if approved and effected, (b) the authorized share capital of the Company as a result of the Class A Share Consolidation, being US$50,000.00 divided into 198,000,000 Class A Ordinary Shares of par value USD0.00025 each and 100,000,000 Class B Ordinary Shares of par value USD0.000005 each, and (c) the adjustment, as a result of the Class A Share Consolidation, of the conversion rate applicable to the conversion of Class B Ordinary Shares into Class A Ordinary Shares, being fifty (50) Class B Ordinary Shares of par value USD0.000005 each into one (1) Class A Ordinary Share of par value USD0.00025 each (the “Seventh A&R M&A Adoption Proposal”). |
|
166,916,327 |
|
112,621 |
|
7,062 |
| Proposal 3: By an ordinary resolution, that any one or more directors of the Company be and is/are hereby authorised, on behalf of the Company, to do all such acts and things and to execute all such documents, including under seal where applicable, as he/she/they may consider necessary, desirable or expedient to give effect to the Class A Share Consolidation and the adoption of the Seventh A&R M&A and the other proposals under the foregoing resolutions, in each case only to the extent duly approved by shareholders and only for administrative, ancillary or implementation purposes; and that the registered office service provider of the Company be and is hereby authorised and instructed to make all necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions. |
|
166,916,587 |
|
112,362 |
|
7,061 |
| Proposal 4: By an ordinary resolution, the chairman of the Meetings be authorized to adjourn either or both of the Class B Meeting and the EGM to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Class B Proposal, Proposal One, Proposal Two or Proposal Three (the “Adjournment”). |
|
166,916,476 |
|
117,155 |
|
2,379 |
Class B Meeting
Holders of 1,625,043 Class B ordinary shares of
the Company were present in person or by proxy at the Class B Meeting, representing 100% of the total voting power as of the Record Date,
and therefore constituting a quorum of at least one-third of all votes attaching to the Class B ordinary shares outstanding and entitled
to vote at the Class B Meeting as of the Record Date. All matters voted on at the Class B Meeting were approved. The final voting results
for the matters submitted to a vote of shareholders at the Class B Meeting are as follows:
| |
|
Votes For |
|
Votes
Against |
|
Votes
Abstain |
| Proposal 1: By a special resolution of the holders of Class B Ordinary Shares, being the affirmative vote of not less than two-thirds (2/3) of the votes cast by the holders of Class B Ordinary Shares present in person or by proxy and entitled to vote at the Class B Meeting, to approve, insofar as the same constitutes a variation or abrogation of the rights attached to the Class B Ordinary Shares, (i) the consolidation of every ten (10) issued and unissued Class A Ordinary Shares of a par value of US$0.000025 each into one (1) Class A Ordinary Share of a par value of US$0.00025 each, at an aggregate ratio of one-for-ten (1-for-10) (the “Class A Share Consolidation”), and (ii) the adoption of the seventh amended and restated memorandum and articles of association of the Company, in each case as contemplated by Proposal One and Proposal Two to be considered at the EGM (the “Class B Proposal”). |
|
1,625,043 |
|
0 |
|
0 |
A copy of the Seventh Amended and Restated Memorandum
and Articles of Association is filed as Exhibit 3.1 to this report.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 3.1 |
|
Seventh Amended and Restated Memorandum and Articles of Association |
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.
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Wellchange Holdings Company Limited |
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Date: November 2, 2026 |
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By: |
/s/ Shek Kin Pong |
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Name: |
Shek Kin Pong |
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Title: |
Chief Executive Officer |
