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
Termination of Additional Allocation
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”).
Pursuant to the Purchase Agreement, each investor has the right (the “Additional Allocation”) to purchase, at the same purchase
price and on the same terms, up to 100% of the number of Ordinary Shares and/or Pre-Funded Warrants, together with the accompanying Warrants,
purchased by such investor at the initial closing of the Offering, at any time on or before the date that is thirty (30) calendar days
following the initial closing date, by delivery of one or more written notices, each covering an aggregate purchase price of not less
than $300,000.
On October 21, 2026, the Company entered into
a termination letter agreement with the purchasers of the Purchase Agreement, to terminate the Additional Allocation set forth in Section
2.4 of the Purchase Agreement (the “Termination”). As a result of the Termination, the purchasers no longer have any right,
claim or entitlement to the Additional Allocation. All other provisions of the Purchase Agreement and the other transaction documents
related to the Offering remain unchanged and in full force and effect. The Termination does not affect the Securities issued in the Offering.
The foregoing description of the termination letter
agreement does not purport to be complete and is qualified in its entirety by copy of such document filed as Exhibit 10.1 to this Form
6-K and is incorporated herein by reference.
The Company issued a press release announcing
the Termination on October 21, 2026. A copy of the press release is filed as Exhibit 99.1 to this Form 6-K and is incorporated herein
by reference.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Form of Termination Letter Agreement |
| 99.1 |
|
Press Release dated October 21, 2026 |
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 21, 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 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
WF Holding Limited Announces Termination of Additional Purchase
Right
KUALA LUMPUR, Oct. 21, 2026 /PRNewswire/ -- WF Holding Limited (NASDAQ:
WFF) (the “Company”), announced that it has entered into a termination letter agreement with the purchasers in its registered
direct offering announced on October 14, 2026 (the “Offering”).
Under the termination letter agreement, the Company and the purchasers
have terminated in full the additional purchase right set forth in Section 2.4 of the securities purchase agreement entered into in connection
with the Offering. The terminated right had permitted the purchasers, during the 30-day period following the closing of the Offering,
to elect to purchase up to an additional $18 million of ordinary shares and/or pre-funded warrants on the same terms and conditions as
the Offering.
As a result of the termination, the purchasers no longer have any right,
claim or entitlement to make an additional purchase under Section 2.4 of the securities purchase agreement. All other provisions of the
securities purchase agreement and the other transaction documents remain unchanged and in full force and effect. The termination does
not affect the securities issued in the Offering.
About WF Holding Limited
Based in Malaysia, WF Holding Limited is an ISO 9001:2015 certified
manufacturer of fiberglass reinforced plastic (“FRP”) products including tanks, pipes, ducts and custom-made FRP products. With
a track record of over 30 years, the Company designs and fabricates products that meet the specific needs of its clients, ensuring high-quality
and reliable performance. The Company’s high-quality and durable products leverage the advantages of FRP to reinforce critical industrial
infrastructure, driving resilience, longevity and sustainability. The Company also delivers a wide range of related services such as consultation,
delivery, installation, repair and maintenance. For more information, please visit www.winfung.com.my.
Forward Looking Statements
Certain statements in this announcement are forward-looking statements.
These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections
about future events and financial trends that the Company believes may affect its financial condition, results of operations, business
strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,”
“expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,”
“potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation
to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as
may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable,
it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ
materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s
registration statement and in its other filings with the U.S. Securities and Exchange Commission.
WF Holding Limited
Investor Relations
Email: corporate@winfung.com.my
