On October 21, 2026, WF Holding Ltd terminated purchasers’ right to make an additional purchase under the securities purchase agreement. The right had allowed purchases of up to $18 million during the 30-calendar-day period following the offering’s closing, on the same terms as the offering. The termination does not affect securities issued in the offering, and the other transaction-document provisions remain unchanged.
For WF Holding Ltd, Orca Capital reported beneficial ownership of 6,468,505 ordinary shares, or 9.9%, with sole voting and dispositive power over those shares. The percentage is based on 62,869,934 ordinary shares outstanding immediately after completion of the registered offering, as described in the prospectus supplement filed October 15, 2026. The calculation excludes 36,000,000 ordinary shares issuable upon exercise of 4,000,000 common warrants. Under the 9.99% Blocker, Orca Capital cannot exercise warrants to the extent that doing so would put its beneficial ownership above 9.99% of outstanding ordinary shares. Thomas Konig signed as Director.
WF Holding Ltd (WFF) completed a registered direct offering of 12,000,000 units on October 15, 2026, at $1.50 per unit, or $1.499 per unit when a pre-funded warrant was issued in lieu of an ordinary share. Each unit included one ordinary share or pre-funded warrant and one warrant. Gross proceeds were approximately $18,000,000, before placement-agent fees and other offering expenses. Net proceeds are intended for working capital and general corporate purposes; the company agreed not to use them for debt satisfaction, except ordinary-course trade payables, share redemptions or settlement of outstanding litigation.
The 12,000,000 warrants each have a $1.50 exercise price, are immediately exercisable and expire October 14, 2027. Under the zero-price exercise, each warrant entitles its holder to nine ordinary shares, with up to 108,000,000 ordinary shares issuable in aggregate for warrants issued at initial closing. Investors may purchase up to 100% of their initial ordinary shares and/or pre-funded warrants, with accompanying warrants, on the same terms by 30 calendar days after initial closing; each notice must cover at least $300,000.
WF Holding Ltd (WFF) is offering up to 12,000,000 Units and registering up to 108,000,000 Ordinary Shares underlying 12,000,000 Ordinary Warrants; the Additional Allocation adds up to 12,000,000 Units and 108,000,000 underlying shares. Each Unit consists of one Ordinary Share or one Pre-Funded Warrant and one Ordinary Warrant, priced at $1.50; the initial and additional subscription amounts are each up to $18,000,000.
The Ordinary Warrants are immediately exercisable at $1.50 per share and expire October 14, 2027. Zero-price exercise entitles holders to nine times the shares otherwise issuable through cash exercise, potentially up to 108,000,000 shares initially or 216,000,000 with full Additional Allocation; WFF does not expect cash proceeds from these exercises. Estimated net proceeds are approximately $16.64 million after fees and estimated expenses, for working capital and general corporate purposes.
For the six months ended June 30, 2026, revenue was $3,055,765 versus $3,515,890 and net loss was $83,108,310 versus $320,544, including an $81,988,910 non-cash fair-value loss on warrant liabilities. 2025 revenue was $7,403,835 versus $4,572,290 in 2024; net results were a $4,750,143 loss versus $111,603 net income.
WF Holding Ltd (WFF) reported revenue of $3,055,765 for the six months ended June 30, 2026, versus $3,515,890 for the same period in 2025. Gross profit was $590,250 versus $1,194,209, and operating loss was $1,157,889 versus $275,210. Net loss was $83,108,310, including an $81,988,910 fair-value loss on warrant liabilities. Net cash used in operations was $5,798,328 versus $1,796,218; cash was $1,360,903 at June 30, 2026.
On July 10, 2026, WF Holding reclassified its authorized capital to 90 trillion ordinary shares and 10 trillion Class A shares; 45,360,598 ordinary shares were issued and outstanding at June 30, 2026. Under a July 30, 2026 standby equity purchase agreement, an investor committed up to $30,000,000. The investor prepaid $3,000,000 on July 31, 2026, and received 750,000 ordinary shares for its commitment. For 24 months from July 30, 2026, WF Holding may direct purchases of $100,000 to $3,000,000 on selected trading days when its share closing price is at least $0.10, subject to a 9.99% ownership limit. The price is the lower of $1.01 or 50% of the lowest closing price in the prior 180 trading days, with a $0.10 floor. Separately, 3,600,000 ordinary shares were issued for $1,890,000 deducted from prepaid credit.
WF Holding Limited is establishing a Standby Equity Purchase Agreement with Javelin Global Investors Limited, allowing sales of up to $30,000,000 of ordinary shares over 24 months, plus issuance of 750,000 commitment shares. On any selected trading day with a share price at or above $0.10, the company may direct Javelin to buy between $100,000 and $3,000,000 of shares, subject to a 9.99% beneficial ownership cap.
The purchase price per share will be the lower of $1.01 or 50% of the lowest closing price in the prior 180 trading days, with a $0.10 floor. Univest Securities will receive a 5% cash fee on gross proceeds and up to $50,000 of expenses. WF generated $7,403,835 revenue in 2025 and recorded a net loss of $4,750,143. Dual-class shares give Co-CEO Chee Hoong Lew about 89% of total voting power, making the company a Nasdaq “controlled company.”
WF Holding Limited entered a standby equity purchase agreement with an institutional investor, allowing sales of up to $30,000,000 of ordinary shares over 24 months under an effective Form F-3 shelf. As consideration for this commitment, the company will issue 750,000 ordinary shares to the investor.
The company may, at its discretion, direct the investor to purchase between $100,000 and $3,000,000 of shares on selected trading days, provided the closing price is at least $0.10 and subject to a 9.99% beneficial ownership limitation. The purchase price per share will be the lower of $1.01 (50% of the closing price on the agreement date) or 50% of the lowest closing price during the prior 180 trading days, in each case subject to the $0.10 floor. Univest Securities, LLC will act as exclusive placement agent, earning a 5% cash fee on gross proceeds, up to $50,000 of expense reimbursement, and a 12‑month right of first refusal for specified investment banking services.
WF Holding Limited reported that shareholders approved all seven proposals at an Extraordinary General Meeting where 39,570,758 Ordinary Shares, or 87% of shares outstanding as of June 29, 2026, were represented, constituting a quorum.
Shareholders authorized an increase in authorized share capital from USD50,000 (200,000,000 Ordinary Shares) to USD25,000,000,000 divided into 100,000,000,000,000 Ordinary Shares with USD0.00025 par value each. They also approved a new Class A share with USD0.00025 par value, 100 votes per share, and 1:1 convertibility into Ordinary Shares, with automatic conversion to Ordinary Shares on transfer to a non-affiliate.
Subject to these approvals, authorized capital was redesignated into 90,000,000,000,000 Ordinary Shares and 10,000,000,000,000 Class A Shares, including the redesignation of 3,170,664 Ordinary Shares held by Lew Capital Private Limited and 270,000 held by LYC Capital Private Limited into Class A. Shareholders adopted a second amended and restated memorandum and articles of association to reflect the restructuring and authorized directors and service providers to complete all ancillary filings. The amended governing documents are incorporated by reference into the existing Form F-3 registration statement.
WF Holding Limited has called an extraordinary general meeting for July 10, 2026 to overhaul its capital and governance structure. Shareholders are asked to increase authorized share capital from USD 50,000 (200,000,000 ordinary shares at USD0.00025 par value) to USD 25,000,000,000 (100,000,000,000,000 ordinary shares at the same par value) by creating 99,999,800,000,000 additional ordinary shares.
The company proposes creating a new Class A share carrying 100 votes per share and convertible into one ordinary share. As part of a broader share restructuring, 10,000,000,000,000 authorized ordinary shares would be redesignated into Class A Shares, including 3,170,664 issued shares held by LEW CAPITAL PRIVATE LIMITED and 270,000 issued shares held by LYC CAPITAL PRIVATE LIMITED. Shareholders are also asked to adopt a second amended and restated memorandum and articles of association, grant broad implementation authority to directors, revise authorization for potential share consolidations of both ordinary and Class A shares at ratios between 2-for-1 and 8,000-for-1 within two years, and allow the chair to adjourn the meeting if more time is needed to secure approvals.
WF Holding Limited completed a private placement, selling 4,032,258 units at $1.24 per unit for gross proceeds of $5,000,000. Each unit includes one ordinary share and a warrant to buy ten ordinary shares, resulting in 4,032,258 new shares and warrants for 40,322,580 shares.
The five-year Warrants are exercisable immediately at $0.248 per share, with customary anti-dilution adjustments and cashless exercise features. The company plans to use net proceeds for working capital and general corporate purposes.
For 24 months after closing, WF Holding agreed not to issue new equity or equity-linked securities or enter variable rate transactions without consent from Purchasers holding over 50% of initial subscriptions. Purchasers are also subject to a 12-month lock-up on sales of their holdings.