WF Holding amends warrants to deliver 18 shares each

The warrants will be automatically exercised via a zero price exercise on their termination date, while other securities and the Purchase Agreement are unaffected.

Rhea-AI Filing Summary

WF Holding Ltd (WFF) amended warrants held by one holder on October 27, 2026. The amendment covers 2,568,000 outstanding warrants and permits zero price exercise; each amended warrant entitles the holder to receive 18 ordinary shares, subject to the beneficial ownership limitation and adjustments in the warrants. The holder may exercise them in whole or in part at any time, and they will be automatically exercised via a zero price exercise on their termination date. Other terms of the amended warrants, the company’s other securities and the Purchase Agreement are unaffected.

The company had previously disclosed a registered direct offering of 12,000,000 units at $1.50 per unit, or $1.499 per unit including a pre-funded warrant. Each unit consisted of one ordinary share or, in lieu of it, one pre-funded warrant to purchase one ordinary share at $0.001 per share, plus one warrant. Co-Chief Executive Officers Leah Siang Ling and Chee Hoong Lew signed on behalf of the company.

Filing Explained

The amendment gives the holder of 2,568,000 outstanding warrants the right to receive 18 ordinary shares per warrant through zero-price exercise; if exercised, that would increase the share count and reduce existing holders’ percentage ownership, absent offsetting changes.

Key Figures

Outstanding warrants amended: 2,568,000 warrants Shares per amended warrant: 18 ordinary shares Units in registered direct offering: 12,000,000 units +3 more

6 metrics

Outstanding warrants amended 2,568,000 warrants Held by one holder under the amendment dated October 27, 2026

Shares per amended warrant 18 ordinary shares Shares deliverable through zero price exercise

Units in registered direct offering 12,000,000 units Previously disclosed offering

Unit purchase price $1.50 per unit Previously disclosed registered direct offering

Unit purchase price including a pre-funded warrant $1.499 per unit Previously disclosed registered direct offering

Pre-funded warrant exercise price $0.001 per share Exercise price for a pre-funded warrant included in a unit

Key Terms

registered direct offering, Pre-Funded Warrant, zero price exercise, beneficial ownership limitation

4 terms

registered direct offering financial

"in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

Pre-Funded Warrant financial

"one pre-funded warrant to purchase one Ordinary Share"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

zero price exercise financial

"by means of a “zero price exercise”"

beneficial ownership limitation financial

"subject to the beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

FAQ

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

How can the holder exercise WFF's amended warrants?

The holder may exercise the amended warrants in whole or in part at any time through a zero price exercise. Each amended warrant entitles the holder to receive 18 ordinary shares, subject to the beneficial ownership limitation and adjustments in the warrants; automatic exercise occurs through the same method on the warrants’ termination date.

How many units were included in WFF's registered direct offering, and what was the price?

The previously disclosed registered direct offering covered 12,000,000 units at $1.50 per unit, or $1.499 per unit including a pre-funded warrant. Each unit included one ordinary share or, in lieu of it, one pre-funded warrant, plus one warrant.

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

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Available on EDGAR 10/27/2026 - 10:10 AM EDT Accepted by SEC EDGAR 10/27/2026 - 10:10 AM EDT 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 October 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 ☐

Information contained in this Current Report on Form 6-K

As previously disclosed, on October 14, 2026, WF Holding Limited (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors in connection with a registered direct offering for the offer and sale of 12,000,000 units (each, a “Unit”), with each Unit consisting of (i) one ordinary share of the Company with a par value of $0.00025 per share (each, an “Ordinary Share”) or in lieu thereof, one pre-funded warrant (each, a “Pre-Funded Warrant”) to purchase one Ordinary Share at an exercise price of $0.001 per share, and (ii) one warrant (each, a “Warrant” and, collectively with the Ordinary Shares, the Pre-Funded Warrants and the Ordinary Shares issuable upon exercise of the Pre-Funded Warrants and the Warrants, the “Securities”), at a purchase price of $1.50 per Unit (or $1.499 per Unit including a Pre-Funded Warrant) in a registered direct offering (such offering, the “Offering”).

On October 27, 2026, the Company entered into an Amendment No. 1 to Ordinary Share Purchase Warrant (the “Warrant Amendment”) with a holder (the “Holder”) of 2,568,000 outstanding Warrants (the “Amended Warrants”). The Warrant Amendment permits the Holder, at any time, to exercise the Amended Warrants in whole or in part by means of a “zero price exercise,” under which each Amended Warrant entitles the Holder to receive 18 Ordinary Shares, subject to the beneficial ownership limitation and adjustments set forth in the Amended Warrants. The Amended Warrants will be automatically exercised via a zero price exercise on their termination date. The Warrant Amendment does not affect any other terms of the Amended Warrants, any other securities of the Company or the Purchase Agreement.

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SIGNATURE

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.

Dated: October 27, 2026

	WF Holding Limited
	By:	/s/ Leah Siang Ling
	Name:	Leah Siang Ling
	Title:	Co-Chief Executive Officer

	By:	/s/ Chee Hoong Lew
	Name:	Chee Hoong Lew
	Title:	Co-Chief Executive Officer

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