WF Holding raises $5M in private placement

WF Holding Limited completed a private placement, selling 4,032,258 units at $1.24 per unit for gross proceeds of $5,000,000.

Rhea-AI Filing Summary

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.

Insights

Capital markets strategist

WF Holding raises $5M with heavy warrant coverage and tight issuance limits.

WF Holding Limited raised $5,000,000 by selling 4,032,258 units, each with one share plus Warrants for ten shares at a $0.248 exercise price. This structure significantly increases potential future share issuance if the Warrants are exercised.

The Warrants last five years and permit cashless exercise, including an alternate 0.9 factor formula starting on the tenth day, which could lead to substantial share delivery without fresh cash inflows. Actual impact depends on future share price behavior relative to the exercise price.

For 24 months, the company agreed not to issue new equity, equity-linked securities, or variable rate structures without majority Purchaser consent, while Purchasers face a 12‑month lock-up. These terms constrain near-term financing flexibility but may help stabilize the ownership base after the June 2026 closing.

Key Figures

Units sold: 4,032,258 units Unit price: $1.24 per unit Gross proceeds: $5,000,000 +5 more

8 metrics

Units sold 4,032,258 units Private placement completed June 2026

Unit price $1.24 per unit Private placement pricing

Gross proceeds $5,000,000 Aggregate gross proceeds from the Offering

Shares issued 4,032,258 ordinary shares Shares issued at closing of the Offering

Warrant coverage 40,322,580 shares Ordinary shares underlying issued Warrants

Warrant exercise price $0.248 per share Initial exercise price for five-year Warrants

Equity issuance restriction period 24 months Post-closing limit on new equity and variable rate deals

Purchaser lock-up period 12 months Lock-up on sales of Purchasers’ holdings after closing

Key Terms

Private Placement, Securities Purchase Agreement, Ordinary Share Equivalents, Variable Rate Transaction, +2 more

6 terms

Private Placement financial

"Private Placement On June 10, 2026, WF Holding Limited..."

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Securities Purchase Agreement financial

"entered into a Securities Purchase Agreement (the “Purchase Agreement”)..."

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Ordinary Share Equivalents financial

"any securities which would entitle the holder thereof to acquire at any time ordinary shares... (“Ordinary Share Equivalents”)"

Ordinary share equivalents are financial instruments or rights that can be converted into ordinary shares or are treated as shares for accounting and voting calculations, such as stock options, warrants, convertible bonds, and similar convertible securities. They matter to investors because they represent potential future shares that can dilute ownership, earnings per share and voting power; think of them like placeholder tickets that can be exchanged for real shares, changing the size of the ownership pie.

Variable Rate Transaction financial

"equity-linked instruments involving a Variable Rate Transaction (as defined in the Purchase Agreement)."

Lock-Up Agreements financial

"the Company and the Purchasers also entered into Lock-Up Agreements, pursuant to which the Purchasers agreed not offer, sell..."

A lock-up agreement is a contract that prevents company insiders—founders, employees, and early investors—from selling their shares for a set period after a public stock offering. It matters to investors because it keeps a large block of shares off the market temporarily; when the lock-up ends, those holders can sell and this increased supply can cause the stock price to fall, similar to a timed release that suddenly opens a valve.

cashless basis financial

"The Warrants may be exercised on a cashless basis if there is no effective registration statement..."

An agreement executed on a cashless basis lets a holder convert or exercise a security (like options, warrants, or conversion rights) without paying money upfront; instead the holder receives a smaller number of shares equal in value to what the cash would have purchased. Think of trading a coupon for fewer slices of a cake rather than handing over cash for the full slice. For investors, it affects how much ownership and dilution occur and avoids immediate cash outlays.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did WF Holding Limited (WFF) announce in this Form 6-K?

WF Holding Limited completed a private placement of 4,032,258 units for gross proceeds of $5,000,000. Each unit includes one ordinary share and a warrant for ten ordinary shares, adding both immediate equity and significant potential future share issuance.

How is the WF Holding (WFF) private placement structured?

The company sold 4,032,258 units at $1.24 per unit. Each unit has one ordinary share plus a Warrant to buy ten ordinary shares, creating 4,032,258 new shares and Warrants covering 40,322,580 shares exercisable over five years.

What are the key terms of the WF Holding (WFF) warrants?

The Warrants are exercisable immediately for five years at an initial exercise price of $0.248 per share. They allow cashless exercise if no effective registration exists and include an alternate cashless method delivering 0.9 times the shares issuable on a full cash exercise.

How will WF Holding Limited (WFF) use the $5 million raised?

WF Holding Limited plans to use the net proceeds from the $5,000,000 private placement for working capital and general corporate purposes. This typically supports day-to-day operations, liquidity needs, and general business activities rather than a specific acquisition or project.

What issuance restrictions did WF Holding (WFF) agree to in the financing?

For 24 months after closing, WF Holding and its subsidiaries cannot issue or agree to issue ordinary shares, Ordinary Share Equivalents, or variable rate equity-linked deals without consent from Purchasers who subscribed for more than 50% of the initial amounts, limiting near-term equity financing options.

Are WF Holding (WFF) investors in this deal subject to a lock-up?

Yes. Under Lock-Up Agreements, the Purchasers agreed not to sell, pledge, or otherwise dispose of their ordinary shares or Ordinary Share Equivalents for 12 months after closing. This restriction is designed to limit immediate resale activity following the private placement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/11/2026 - 04:05 PM Learn about SEC filing dates

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 2026

Commission File Number: 001-42566 

WF HOLDING LIMITED
(Translation of registrant’s name into English)

Lot 3893, Jalan 4D

Kg. Baru Subang

Seksyen U6, 40150 Shah Alam, Selangor, Malaysia
60-378471828
(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 ☐

Private Placement

On June 10, 2026, WF Holding Limited (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain individual purchasers (the “Purchasers”), pursuant to which the Company agreed to issue and sell to the Purchasers 4,032,258 units, at a purchase price of $1.24 per unit, with each unit consisting of one (1) ordinary share and one (1) warrant to purchase ten (10) ordinary shares, for aggregate gross proceeds of $5,000,000 (the “Offering”).

On June 11, 2026, the Offering closed and the Company issued 4,032,258 ordinary shares (the “Shares”) and warrants for the purchase of 40,322,580 ordinary shares (the “Warrants”). The issuance of these securities was made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Regulation S of the Securities Act. The Company intends to use the net proceeds of the Offering for working capital and general corporate purposes. 

The Warrants are exercisable upon issuance for a period of five (5) years at an initial exercise price of $0.248. The exercise price is subject to standard adjustments for share dividends, share combinations, recapitalizations, distributions and similar transactions affecting the Company’s ordinary shares, subject to a floor price of $0.01. The Warrants may be exercised on a cashless basis if there is no effective registration statement with respect to the underlying ordinary shares. In addition, under an alternate cashless exercise option contained in the Warrants, commencing on the tenth (10^th) day following issuance, the holders of the Warrants will have the right to exercise the Warrants and receive an aggregate number of ordinary shares equal to the product of (i) the aggregate number of ordinary shares that would be issuable upon a cash exercise of the Warrants and (ii) 0.9.

The Purchase Agreement includes customary representations, warranties and covenants. It also provides that the Company will indemnify the Purchasers and their respective directors, officers, shareholders, members, partners, employees and agents against certain liabilities, including liabilities under the Securities Act.

In addition, pursuant to the Purchase Agreement, the Company agreed that, for a period of twenty-four (24) months following the closing, without the written consent of Purchasers who in the aggregate subscribed for more than 50% of the initial subscription amounts (the “Requisite Purchasers”), which consent shall not be unreasonably withheld or delayed, neither the Company nor any subsidiary shall (i) issue, enter into any agreement to issue, or announce the issuance or proposed issuance of, any ordinary shares or any securities which would entitle the holder thereof to acquire at any time ordinary shares, including, without limitation, any debt, preferred shares, rights, options, warrants or other instruments that are at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, ordinary shares (“Ordinary Share Equivalents”), or (ii) file any registration statement or any amendment or supplement thereto.

The Company also agreed that, for a period of twenty-four (24) months following the closing, without the written consent of the Requisite Purchasers, which consent shall not be unreasonably withheld or delayed, the Company shall be prohibited from effecting or entering into an agreement to effect any issuance by the Company or any of its subsidiaries of ordinary shares or Ordinary Share Equivalents (or a combination of units thereof) or equity-linked instruments involving a Variable Rate Transaction (as defined in the Purchase Agreement).

Pursuant to the Purchase Agreement, the Company and the Purchasers also entered into Lock-Up Agreements, pursuant to which the Purchasers agreed not offer, sell, contract to sell, lend, hypothecate, pledge or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended, with respect to any ordinary shares or Ordinary Share Equivalents beneficially owned, held or acquired by the Purchasers for a period of twelve (12) months following the closing date.

The foregoing summary of the terms and conditions of the Purchase Agreement and the Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached as exhibits hereto, which are incorporated herein by reference.

The information contained in this report on Form 6-K is hereby incorporated by reference into the Registration Statement on Form F-3 (File No. 333-296397) and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished. This report on Form 6-K shall 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.

1

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: June 11, 2026	WF HOLDING LIMITED
	/s/ Leah Siang Ling
	Name: Leah Siang Ling
	Title: Co-Chief Executive Officer

2

EXHIBIT INDEX

Exhibit No.		Description of Exhibit
4.1		Form of Ordinary Share Purchase Warrant
10.1		Form of Securities Purchase Agreement

3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT 195.9 KB

Other Documents

• EX-4.1 FORM OF ORDINARY SHARE PURCHASE WARRANT 66.1 KB