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 report
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”).
Each Warrant has an exercise price of $1.50 per
Ordinary Share, is exercisable immediately upon issuance and will expire on October 14, 2027. The Warrants include provisions for cashless
exercise if, at the time of exercise, there is no effective registration statement for the issuance of the underlying Ordinary Shares.
Additionally, holders of Warrants may, at any time and in their sole discretion, exercise their Warrants in whole or in part by means
of a “zero price exercise,” pursuant to which each Warrant that would otherwise be exercisable for one Ordinary Share for
cash will entitle the holder to receive nine (9) Ordinary Shares, without payment of any exercise price. Accordingly, up to 108,000,000
Ordinary Shares may be issuable in the aggregate upon zero price exercise of all Warrants issued at the initial closing, subject to the
terms and conditions therein. Any Warrant that remains outstanding on its termination date will be automatically exercised on such date.
The aggregate gross proceeds to the Company from
the Offering were approximately $18,000,000, before deducting placement agent fees and other offering expenses and excluding any proceeds
that may be received upon the exercise of the Warrants or pursuant to the Additional Allocation (as defined below). The Company intends
to use the net proceeds for working capital and general corporate purposes, and has agreed under the Purchase Agreement not to use the
net proceeds for the satisfaction of debt (other than trade payables in the ordinary course of business), the redemption of Ordinary Shares
or Ordinary Share equivalents, or the settlement of outstanding litigation.
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.
Pursuant to the Purchase Agreement, subject to
certain exceptions, the Company has agreed that for thirty (30) days after the closing date it will not issue any Ordinary Shares or Ordinary
Share equivalents or file any registration statement (other than a registration statement on Form S-8), and will not effect or enter into
any variable rate transaction. The Company has also agreed to suspend all additional advances, drawdowns and issuances under its standby
equity purchase agreement, dated July 30, 2026, with Javelin Global Investors Limited until the date that is forty-five (45) calendar
days following the initial closing date, and not to enter into or utilize any new at-the-market offering, equity line of credit or similar
facility during such period without the consent of investors holding a majority in interest of the Securities. In addition, the Company’s
directors, officers and holders of 5% or more of the Ordinary Shares have entered into lock-up agreements with the Placement Agent.
The Company entered into a placement agency agreement
(the “Placement Agency Agreement”) dated October 14, 2026, with Univest Securities, LLC (the “Placement Agent”).
Pursuant to the Placement Agency Agreement, the Company engaged the Placement Agent to act as the Company’s exclusive placement
agent in connection with the Offering on a reasonable best efforts basis. Pursuant to the Placement Agency Agreement, the Company agreed
to pay the Placement Agent a cash fee equal to seven percent (7.0%) of the aggregate gross proceeds raised in the Offering, and a non-accountable
expense reimbursement and out-of-pocket expenses, including legal counsel fees and disbursements, in an amount not to exceed an aggregate
of $50,000.
The Offering closed on October 15, 2026.
The Securities were offered and issued pursuant
to a prospectus supplement dated October 14, 2026 filed with the U.S. Securities and Exchange Commission (the “Commission”)
pursuant to Rule 424(b)(5), supplementing the prospectus included in the Company’s Registration Statement on Form F-3 (Registration No. 333-296397), which was filed with the Commission on June 1, 2026 and became effective on June 10, 2026.
Ogier, Cayman Islands counsel to the Company,
has issued an opinion to the Company regarding the validity of the Ordinary Shares, including the Ordinary Shares issuable upon exercise
of the Pre-Funded Warrants and the Warrants.
The foregoing descriptions of the Purchase Agreement,
the Placement Agency Agreement, the Pre-Funded Warrants and the Warrants do not purport to be complete and are qualified in their entirety
by copies of such documents filed as Exhibits 10.1, 10.2, 4.1 and 4.2, respectively, to this Form 6-K and are incorporated herein by reference.
On October 14, 2026, the Company issued a press
release announcing the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Form 6-K.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Warrant |
| 5.1 |
|
Opinion of Ogier |
| 10.1 |
|
Form of Securities Purchase Agreement, dated October 14, 2026, by and between the Company and the purchasers named therein |
| 10.2 |
|
Placement Agency Agreement, dated October 14, 2026, by and between the Company and Univest Securities, LLC |
| 23.1 |
|
Consent of Ogier (included in Exhibit 5.1) |
| 99.1 |
|
Press Release dated October 14, 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 15, 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
WF Holding
Limited Announces $18 Million Registered Direct Offering
KUALA LUMPUR, October 14, 2026 (GLOBE NEWSWIRE)
-- WF Holding Limited (NASDAQ: WFF) (the “Company”), today announced that it has entered into a definitive agreement with
certain institutional investors for the purchase and sale of an aggregate of 12,000,000 ordinary shares of the company, par value $0.00025
per share (the “Shares”) (or pre-funded warrants in lieu thereof), at a purchase price of $1.50 per share in a registered direct
offering.
The Company also agreed to issue to the same
investors 12,000,000 warrants (the “Warrants”) with an exercise price of $1.50 per share. The Warrants will be immediately
exercisable upon issuance and have a 1-year term from the date of issuance. Each warrant has a zero cash exercise option permitting the
holder to acquire up to 9 ordinary shares.
The aggregate gross proceeds to the Company
of this offering are expected to be approximately $18 million, before deducting placement agent fees and other offering expenses payable
by the Company. Investors will have an additional purchase right to acquire up to $18 million of securities on the same terms and conditions
for during the 30 day period after pricing. The offering is expected to close on or about October 15, 2026, subject to the satisfaction
of customary closing conditions.
Univest Securities, LLC is acting as the sole
placement agent.
The registered direct
offering is being made pursuant to a shelf registration statement on Form F-3 (File No. 333-296397) previously filed by the Company with
the U.S. Securities and Exchange Commission (“SEC”) and became effective on June 10, 2026. A final prospectus supplement
and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC’s
website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may
be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.
This press release does
not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such
jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus
will be filed by the Company and, upon filing, can be obtained at the SEC’s website at www.sec.gov.
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.
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
