WF International Ltd. (WXM) SEC Filings

WF International Ltd. (WXM) is conducting a primary follow‑on offering of 5,000,000 ordinary shares at $1.10 per share, for a gross amount of $5,500,000, under its Form F‑3 shelf registration. Shares outstanding will increase from 3,117,587 to 8,117,587 ordinary shares.

The company expects net proceeds of about $5.4 million, which will be used for working capital and general business purposes. WF is a Cayman holding company that operates mainly through PRC subsidiaries in the HVAC, floor heating and water purification sectors, and it has recently shifted from profitability to losses.

The business is subject to extensive PRC legal, regulatory, capital‑control and data‑related regimes, CSRC filing rules for overseas offerings, and potential HFCA Act trading prohibitions if future auditors cannot be fully inspected. Cash movements depend on PRC and foreign‑exchange rules, and the company has no current plans to pay dividends, retaining earnings to fund operations.

WF International Ltd. (WXM), through its wholly owned subsidiary Chengdu Shanyou HVAC Engineering Co., Ltd., renewed a related‑party office lease with Chief Executive Officer, director and principal shareholder Ke Chen for premises in Chengdu, China. The new lease runs for five years until August 31, 2031 and covers approximately 436.16 square meters of office space at Rooms 1110–1117, 11th Floor, Unit 1, Building 7, Longxi Center, No. 477 Wanxing Road, Wuhou District, Chengdu. Monthly rent is RMB 24,000 (approximately US$3,600), payable quarterly, with other terms substantially unchanged from the prior lease that expired July 31, 2026. The transaction was reviewed and approved by the company’s audit committee and is incorporated by reference into existing Form F‑3 registration statements.

WF International Ltd. (WXM) entered into a Share Purchase Agreement with certain investors for a registered direct offering of 111,333 ordinary shares at $1.50 per share. The offering, conducted under the company’s effective Form F-3 shelf registration statement and an August 20, 2026 prospectus supplement, is expected to close on August 21, 2026.

WF International expects to receive $166,999.50 in gross proceeds before expenses and plans to use the net proceeds for general corporate purposes. The agreement includes customary conditions to closing, representations and warranties, termination rights, indemnification obligations, and ongoing covenants by the company.

WF International Ltd. (WXM) is conducting a small follow-on offering of 111,333 ordinary shares at $1.50 per share, for an aggregate offering amount of $166,999.50, under its Form F-3 shelf. Shares outstanding will increase from 3,026,256 to 3,137,589. The company expects net proceeds of about $0.2 million, to be used for working capital and general business purposes.

WF is a Cayman holding company whose investors own shares in the holding company, while operations are conducted mainly through PRC subsidiaries focused on HVAC, floor heating and water purification projects. Substantially all operations are in China, exposing the business to evolving PRC regulatory, capital-control and data/cyber rules, CSRC post-listing filing requirements, and potential HFCA Act-related trading risks. For the fiscal year ended September 30, 2025, WF reported revenue of approximately $13.4 million and a net loss of about $3.3 million, following revenue of $15.5 million and net income of about $1.0 million in 2024.

WF International Ltd. (WXM) reports that it has terminated a prior right of first refusal granted to its placement agents. Previously, under a November 2025 placement agency agreement, The Benchmark Company, LLC and Axiom Capital Management, Inc. held a right of first refusal for twelve months following November 6, 2025 to act as investment bankers, book runners, or placement agents for all of the company’s equity and debt offerings and merger or acquisition transactions, subject to agreed terms.

On August 19, 2026, WF International Ltd. entered into a termination agreement with these firms, under which the company will make a $100,000 cash payment to them in exchange for ending the right of first refusal in its entirety. All other provisions of the underlying placement agency agreement remain in effect. This report and the termination agreement are incorporated by reference into the company’s existing Form F-3 registration statements.

WF International Limited filed an amended report primarily to provide its March 31, 2026 interim financial information in iXBRL format. For the six months ended March 31, 2026, the Company generated $2.33 million in revenues compared with $8.75 million a year earlier, and recorded a net loss of $2.48 million versus $0.37 million.

Total assets were $13.98 million and shareholders’ equity $5.89 million as of March 31, 2026. Cash and restricted cash increased to $5.13 million, helped by $3.44 million of gross proceeds from a November 2025 registered direct financing, while total liabilities declined to $8.09 million. Operating activities used $0.35 million of cash, and the Company continues to rely on bank and third-party borrowings, some at rates above 10%, and faces notable customer and vendor concentration.

WF International Limited reported substantially weaker results for the six months ended March 31, 2026. Revenue fell to $2.33 million from $8.75 million a year earlier, driven mainly by lower project revenues, while gross profit declined to $0.31 million from $0.49 million. Projects still provided most revenue but dropped sharply, partly offset by higher product and service gross profit.

The company posted a net loss of $2.48 million, compared with a $0.37 million loss in the prior-year period, as general and administrative expenses increased to $2.74 million, including $0.39 million of stock-based compensation. Operating cash outflow was $0.35 million, but overall cash and restricted cash rose to $5.13 million from $1.98 million, mainly due to $3.44 million of gross proceeds from a November 2025 registered direct financing and new bank borrowings.

Total assets were $13.98 million with shareholders’ equity of $5.89 million. Accounts receivable and contract assets declined, but expected credit loss allowances increased. The company executed a 1-for-10 share consolidation effective June 4, 2026, leaving 1,024,834 ordinary shares outstanding and warrants outstanding from its IPO and prior offerings. Operations remain concentrated in PRC HVAC projects, with significant customer and vendor concentration and reliance on bank guarantees, related-party guarantees and high-rate loans.

WF International Limited reported a new equity financing and related waiver arrangements. The company entered into a Regulation S private placement to issue 1,680,671 ordinary shares at $1.19 per share, for total gross proceeds of $2,000,000, with closing expected on or about June 26, 2026.

Separately, the company agreed with its prior placement agents to waive their right of first refusal on future offerings tied to a November 2025 deal. In return, WF International will pay an $80,000 cash fee, issue 20,000 unregistered ordinary shares, and reduce the exercise prices of existing placement agent and investor warrants to $1.19 per share.

WF International Limited has regained compliance with Nasdaq’s minimum bid price requirement, meaning its ordinary shares once again meet the $1.00 per share listing standard. Nasdaq confirmed that from June 8 to June 22, 2026, the Company’s closing bid price was at least $1.00 for 10 straight trading days.

Earlier, on December 24, 2025, the Company had been notified it was out of compliance after its shares closed below $1.00 for 30 consecutive business days and was given 180 days, until June 22, 2026, to correct this. Nasdaq has now closed the deficiency matter, and this report is also incorporated by reference into the Company’s existing Form F-3 shelf registration statements.