WF International (WXM) adopts Cayman-based exemption from Nasdaq shareholder rule

Rhea-AI Filing Summary

WF International Limited filed a report explaining that, as a Cayman Islands company listed on Nasdaq, it will use a home country exemption from certain U.S. corporate governance rules. Relying on Nasdaq Listing Rule 5615(a)(3)(A), the company has elected not to follow Nasdaq Listing Rule 5635(d), which normally requires shareholder approval before issuing securities in some transactions other than public offerings. Cayman Islands counsel Maples and Calder (Hong Kong) LLP provided a letter to Nasdaq confirming that Cayman law does not require these shareholder-approval provisions. The company states that, apart from this exemption, its corporate governance practices do not significantly differ from what Nasdaq expects of domestic U.S. companies.

Insights

Corporate governance analyst

WF International adopts a home country exemption from one Nasdaq shareholder-approval rule.

WF International Limited, a Cayman-incorporated issuer on Nasdaq, has elected to rely on the home country practice exemption under Nasdaq Listing Rule 5615(a)(3)(A). This means it will not follow Nasdaq Listing Rule 5635(d), which otherwise requires shareholder approval for certain securities issuances tied to transactions other than public offerings.

The company’s Cayman counsel, Maples and Calder (Hong Kong) LLP, certified to Nasdaq that Cayman law does not impose the same shareholder-approval requirements. This legal opinion underpins Nasdaq’s acceptance of the company’s decision to follow Cayman corporate governance practices for this specific area.

The company notes that aside from this exemption, its governance practices are not significantly different from those of domestic U.S. issuers. Future company disclosures may clarify how often, and in what types of transactions, this flexibility on shareholder approval is used.

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 September 2025

Commission File Number: 001-42452

WF International Limited

(Exact name of registrant as specified in its charter)

No. 1110, 11th Floor, Unit 1, Building 7, No. 477, Wanxing Road

Chengdu, Sichuan, China, 610041

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

This report of foreign private issuer on Form 6-K is being filed to disclose the home country rule exemption of WF International Limited, a Cayman Islands exempted company (the “Company”), that it intends to disclose in its annual report on Form 20-F for the fiscal year ending September 30, 2025.

As a company incorporated in the Cayman Islands that is listed on The Nasdaq Stock Market LLC (“Nasdaq”), the Company is subject to Nasdaq corporate governance requirements. Under Nasdaq rules, a foreign private issuer may, in general, follow its home country corporate governance practices in lieu of some of the Nasdaq corporate governance requirements. Pursuant to the home country rule exemption set forth under Nasdaq Listing Rule 5615(a)(3)(A), which provides (with certain exceptions not relevant to the conclusions expressed herein) that a foreign private issuer may follow its home country practice in lieu of the requirements of the Nasdaq Listing Rules 5600 Series, 5250(b)(3) and 5250(d), the Company has elected to be exempt from the Nasdaq Listing Rule 5635(d), which sets forth the circumstances under which shareholder approval is required prior to an issuance of securities in connection with transactions other than public offerings.

Maples and Calder (Hong Kong) LLP, the Company’s Cayman Islands counsel, has provided a letter to Nasdaq certifying that under Cayman Islands law, the Company is not required to comply with above-mentioned requirements.

Except for the foregoing, there is no significant difference between the Company’s corporate governance practices and what Nasdaq requires of domestic U.S. companies.

Exhibit Index.

The following exhibits are being filed herewith:

Exhibit No.		Description
99.1		Home Country Exemption Letter

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.

	WF International Limited
	By:	/s/ Ke Chen
		Ke Chen Chief Executive Officer

Dated: September 30, 2025

FAQ

What did WF International Limited (WXM) disclose in this Form 6-K?

WF International Limited disclosed that, as a Cayman Islands company listed on Nasdaq, it will use a home country rule exemption to follow Cayman corporate governance practices instead of certain Nasdaq rules, specifically opting out of Nasdaq Listing Rule 5635(d) on shareholder approval for some securities issuances.

Which Nasdaq rule is WF International Limited (WXM) exempting itself from?

WF International Limited has elected to be exempt from Nasdaq Listing Rule 5635(d), which sets out when shareholder approval is required before issuing securities in connection with transactions other than public offerings.

On what basis can WF International Limited (WXM) claim this home country exemption?

The company relies on Nasdaq Listing Rule 5615(a)(3)(A), which allows foreign private issuers to follow their home country corporate governance practices instead of certain Nasdaq requirements, provided they certify that such practices are permitted under their home country law.

What role did Maples and Calder (Hong Kong) LLP play for WF International Limited (WXM)?

Maples and Calder (Hong Kong) LLP, the company’s Cayman Islands counsel, provided a letter to Nasdaq certifying that Cayman Islands law does not require compliance with the shareholder-approval provisions covered by Nasdaq Listing Rule 5635(d).

Does WF International Limited (WXM) differ from U.S. companies in other governance areas?

The company states that, apart from the home country exemption from Nasdaq Listing Rule 5635(d), there is no significant difference between its corporate governance practices and what Nasdaq requires of domestic U.S. companies.

Will WF International Limited (WXM) discuss this exemption in future filings?

Yes. The company indicates it intends to disclose this home country rule exemption in its annual report on Form 20-F for the fiscal year ending September 30, 2025.