[6-K] Wellchange Holdings Company Limited Ordinary shares Current Report (Foreign Issuer)

Rhea-AI Filing Summary

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.

Positive

• Alignment of interests: Granting equity to the CEO ties compensation directly to share performance, potentially motivating long-term value creation.
• Retention mechanism: A three-year lock-up period discourages short-term exits and encourages continuity in leadership.
• Regulatory compliance: Shares are issued under a registered Form S-8, signalling adherence to U.S. securities regulations.

Negative

• Potential dilution: 5 million new shares increase outstanding share count once issued, diluting existing shareholders.
• Governance concentration: Awarding 71 % of the plan’s authorised shares to a single executive reduces equity available for other employees and may be viewed as excessive.
• Lack of performance conditions: Immediate vesting without performance targets may weaken the pay-for-performance link.

Insights

Corporate Governance Expert

TL;DR: 71 % of plan shares granted to CEO; governance & dilution concerns rise.

The company’s decision to allocate 5 million of 7 million authorised shares to a single individual, particularly the CEO/Chairman, raises classic governance red flags. Although the three-year lock-up promotes retention, the grant is immediately vested, eliminating performance-based hurdles that typically justify sizeable equity awards. The concentration of awards limits future flexibility to incentivise other employees and could dilute existing shareholders once the lock-up expires. Investors will want clarity on the company’s total shares outstanding to gauge the percentage impact, as well as justification from the Board on why a performance-linked structure was not used.

Securities Analyst

TL;DR: Large CEO share grant aligns interests but consumes plan capacity; neutral near-term impact.

Strategically, giving equity to the CEO can align management and shareholder interests, especially with a three-year lock-up. The Form S-8 coverage also indicates regulatory compliance. However, using 71 % of the incentive pool at adoption limits future equity incentives for broader talent and introduces potential dilution. Because no financial metrics or guidance were provided, the filing is informational rather than value moving in the short run. Impact hinges on the company’s total outstanding shares; with that figure undisclosed here, market reaction may remain muted until further details emerge.

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 June 2025

Commission File Number: 001-42294

Wellchange Holdings Company Limited

(Translation of registrant’s name into English)

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 June 1, 2025, Wellchange Holdings Company Limited (the “Company”) adopted the 2025 Equity Incentive Plan (the “2025 Incentive Plan”), for the purpose of granting share-based compensation awards to employees, directors and consultants to incentivize their performance and align their interests with ours. The maximum aggregate number of ordinary shares authorized for issuance under the 2025 Equity Incentive Plan was 7,000,000.

On June 23, 2025, the Compensation Committee and the Board of Directors of the Company approved the issuance of 5,000,000 ordinary shares to Mr. Shek Kin Pong, the Chief Executive Officer and Chairman of the Board, as compensation for his continued service to the Company. The 5,000,000 ordinary shares granted to Mr. Shek Kin Pong are subject to a lock-up period of three years from the date of grant, which are immediately vested upon acceptance.

The foregoing ordinary shares were issued pursuant to the 2025 Incentive Plan and in accordance with the registration statement on Form S-8 (Registration No. 333-287845).

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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: June 25, 2025	By:	/s/ Shek Kin Pong
	Name:	Shek Kin Pong
	Title:	Chief Executive Officer

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FAQ

What is the size of Wellchange's 2025 Equity Incentive Plan?

The plan authorises up to 7,000,000 ordinary shares for share-based awards.

How many Wellchange (WCT) shares were granted to the CEO?

The Board approved a grant of 5,000,000 ordinary shares to CEO Shek Kin Pong.

When do the CEO's newly issued shares vest and become transferable?

They are immediately vested but subject to a three-year lock-up ending in June 2028.

Under which registration statement were the shares issued?

The shares were issued under Form S-8, Registration No. 333-287845.

Does the filing include financial results or earnings guidance?

No. The Form 6-K only describes the equity incentive plan and related share issuance; it contains no financial statements or earnings data.